Friendship is Magic AU
by MLPRWSandPowerpuffgirlsfan
Summary: In this world, the mane 6 aren't the mane 6. The Cutie Mark Crusaders aren't the Cutie Mark Crusaders. Instead, everypony is somepony else. See if you can figure out who's who in this AU.
1. Mare On The Sun

**FRIENDSHIP IS MAGIC—PART ONE (Mare in the Moon)**

Prologue

(_Opening shot: fade in to a closed book resting on a stretch of grass. It is bound in brown leather, with gold bands on the spine, and the cover depicts a unicorn's head in gold with jeweled eyes. Zoom in as the cover opens to reveal "Once upon a time…" on the first page; when the screen is filled with blank whiteness, dissolve to a patch of dense clouds whose style suggests that they are part of the book's illustrations. The border around the screen reinforces the effect. A gentle female voice begins to narrate._)

**Narrator:** Once upon a time, in the magical land of Equestria…

(_On the second half of this, the clouds fade away and others slide out of view to expose the landscape. A town can be seen near a meandering stream, with a second one—made of clouds and rainbows—floating near it and higher than the peak of a nearby mountain. A city of white and gold projects from the nearly-vertical precipice. Zoom in on this, then cut to a pair of winged unicorns with earth pony strength — alicorns — standing back to back on a cloud; the left one is Grayish phthalo blue, with a Very light azure mane and long tail, while the other is__ Light fuchsiaish gray __with a Pale heliotrope mane and tail. Tilt up slowly._)

**Narrator:** …there were two regal sisters who ruled together and created harmony for all the land. To do this, the younger used her unicorn powers to raise the sun at dawn. The elder brought out the moon to begin the night.

(_In time with these descriptions, the sun rises behind the yellow one and the moon and stars ascend behind the violet to take its place. The two sisters now appear on opposite sides of a slowly rotating yin/yang design—sides: pastel green and marked with sun, pastel blue with the moon._)

**Narrator:** Thus, the two sisters maintained balance for their kingdom and their subjects—all the different types of ponies.

(_Dissolve to the sun in a clear sky and tilt down past the older unicorn's lowered head; her eyes shimmer briefly before the camera stops on a group of ponies watching the meteor showers, stargazing, telling stories around the campfire, ect._)

**Narrator:** But as time went on, the younger sister became resentful. The ponies stargazed, camped out and partied at night.

(_Pan to a day area filled with ponies bored as they head to work and taking names._)

**Narrator:** …but took the daytime for granted. (_Tilt up to her, on a cloud under a crescent moon._) One fateful day, the younger alicorn refused to lower the sun to make way for the dusk. (_Slow pan: the two face off, younger's head/wings lowered, before she turns away._) The elder sister tried to reason with her, but the bitterness in the young one's heart…

(_Extreme close-up of her closed eyes, which open to show teal irises and fiercely narrowed, catlike pupils._)

**Narrator:** …had transformed her into a wicked mare of fire.

(_An orange mist washes across the screen and clears to show the change: the younger sister's coat is so bright orange and yellow as to be almost as bright as the sun itself, and she wears fire red armour on her head and chest. As she rears up, her long yellow mane and tail have specks of orange and red flowing through.)_

**Narrator:** Solar Flare.

(_Lightning strikes and the camera shifts to frame the Equestria settlements under a cloudless day and a boiling sun._)

**Narrator:** She vowed that she would shroud the land in eternal day.

(_Dissolve to a moonlit hall in a palace and tilt down slowly to a group of five jewels attached by radial shafts to a gold hub, on which a glowing white sphere rests._)

**Narrator:** Reluctantly, the elder sister harnessed the most powerful magic known to ponydom.

(_Overhead view of five jewels, laid on an ornate gold circle around a larger sixth at the center._)

**Narrator:** The Elements of Harmony!

(_The elder sister now wears a purple tiara and shoots a pastel rainbow-colored beam from her horn, surrounding and subduing Shimmering Flame. It resolves into an image of the sun with red and orange hotspots and the younger sister's silhouetted head visible in the darkened portion._)

**Narrator:** Using the magic of the Elements of Harmony, she defeated her younger sister and banished her permanently to the sun.

(_It shrinks to the upper right corner of the screen, the silhouette fading away, as the background lightens and the older sister appears in the center on an indigo throne. Her wings are spread, she has added a purple collar/necklace to her tiara, and the moon appears at top left. Zoom out slowly to frame this tableau in the evening sky above Equestria as a second, younger female voice gradually takes over during the following line._)

**Narrator, Younger voice:** The elder sister took on responsibility for both sun and moon, and harmony has been maintained in Equestria for generations since.

(_Dissolve to the open book, which shows pictures from the preceding story._)

**Younger voice:** Hmmm…

(_Cut to the reader, a light blue unicorn mare who sits on her belly, intently hunched over the book on the ground before her. Her mane and tail are slightly curly and yellow, with streaks of pink running through. Her eyes are large and purple, and on her haunch is a "cutie mark" consisting of an open book with a yellow pencil looking as if it was going to write in it. This is Fictionary, whose face and voice mark her as a serious-minded thinker. It is daytime, and the white/gold architecture visible behind her suggests that she is in the mountain city seen in the book._)

**Fictionary:** Elements of Harmony…I know I've heard of those before. (_Long overhead shot; zoom out slowly._) But where?

(_Snap to black._)

OPENING THEME

Act One

(_Opening shot: fade in to a stretch of road, on which Fictonary comes up over a hill. The book is in a pair of saddlebags slung on her back. Two ponies step into frame in front of her, one—a mare—speaking up._)

**Mare:** There you are, Fictionary!

(_Camera shift; a third is with them. All are unicorn mares with presents on their backs. The speaker is Ruby Pinch: pinkish read coat, straight pink 2 tone mane and tail, bright green eyes, cutie mark of three red rubies. Another—greenish grey, two-tone purple mane/tail, light blue eyes—is Tootsie Flute._)

**Ruby Pinch: **Sun Glimmer is having a little get-together in the west castle courtyard. You want to come?

(_Fictionary recoils a bit from them; now Toosie's cutie mark can be clearly seen as a flower._)

**Fictionary:** Oh, sorry, girls. (_eyeing her bags_) I got a lot of studying to catch up on.

(_She gives the trio a big grin and gallops off._)

**Ruby Pinch:** (_sighing disgustedly_) Does that pony do _anything_ except study? I think she's more interested in books than friends. (_They go on their way._)

**Fictionary:** (_to herself_) I _know_ I've heard of the Elements of Harmony.

(_She races past two other ponies, up a few flights of steps, and into a tall tower. On a balcony outside its top level, a small, light blue dragon — a shade lighter then Fictionary's coat — walks upright toward the doors carrying a present. The spiny plates running from head to tail are pink, his underbelly is a pale yellow, and he has darker pink-blue ears shaped as tiny bat wings. This is Spines. Before he reaches the doors, they burst open and throw him backward; Fictionary emerges from inside._)

**Fictionary:** Spines! SPIIIINES! (_surprised_) Spines?

(_Cut to Spines, flat on his back; he sits up with eyes spinning. They are pink. A yellow pegasus colt, — a pony with wings — with a dark blue mane and tail, dark blue hooves, dark green eyes and black glasses was helping Spines up. This was Vincent Van Colt, Fictionary's brother._)

**Fictonary:** (_from o.s._) There you are.

(_She gallops past as he clears his head. Inside, this level is shown to be a library, with various scientific instruments—including a large hourglass—arrayed near the floor-to-ceiling windows on one side. The woozy dragon comes up the stairs, with the present now impaled on his tail. Vincent gallops to his sister, very confused. His voice is significantly younger then hers, being that of a foal then a full grown pony._)

**Vincent: **Hey, Fictionary. What's going on?

**Fictonary:** Oh, hey Vincent. Long story short, there is an impending disaster coming very soon.

**Vincent: **Disaster? What kind of…

**Fictonary: **_(Getting back on task) _Quick, Spines! Find me that old copy of _Predictions and Prophecies_. (_puzzled_) What's that for? (_He pulls the box loose._)

**Spines:** Well, it _was_ a gift for Sun Glimmer, but…

(_The bottom falls out, dumping a damaged teddy bear that squeaks when it hits the floor. His voice is somewhat younger than hers._)

**Fictionary:** Oh, Spines… (_knocking books off a stack with her head_) …you know we don't have time for that sort of thing.

**Spines:** But we're on a break, and Vincent's on school holidays.

(As _Fictonary eyes a book lying on the floor; her horn flares brightly and one on the top shelf floats free and down to her. She evidently possesses telekinetic abilities, which she uses to summon several more in time on the next line._)

**Fictionary:** No…no…no…no, no, no! (_Groan._) SPINES! (_He is on a ladder at another high shelf, holding a book._)

**Spines:** It's over here! (_This time, her powers drag both it and him._)

**Fictionary:** Ah!

(_All the others hit the floor and she trots off, levitating this one alongside. This shot reveals that Spines stands roughly as tall as her back. As he reluctantly starts to pick up the books, Fictonary lets her magic do the walking through the one he found.)_

**Fictionary:** Elements, Elements, E, E, E…aha! (_reading_) "Elements of Harmony. See 'Mare on the Sun'"?

**Spines:** (_now on ladder_) "Mare on the Sun"? But that's just an old ponies' tale.

**Fictionary:** (_flipping more pages_) Mare, Mare…aha!

(_She has found a page that shows Solar Flare's silhouette framed by a burning sun, as seen in the prologue. Four stars appear in the picture, one at each corner. Vincent jumps onto his big sister's back to see what's going on. Fictionary smiles a little at Vincent with a chuckle and starts reading.)_

**Fictionary:** (_reading_) "The Mare on the Sun. Myth from olden pony times." (_Zoom in slowly on the picture, putting her o.s._)_ "_A powerful pony who wanted to rule Equestria. Defeated by the Elements of Harmony and imprisoned on the sun."

(_Cut to Spike, now re-shelving books while slowly losing his balance on the ladder._)

**Fictionary:** (_from o.s._) "Legend has it that on the longest night of the thousandth year, the stars will aid in her escape, and she will bring about daytime eternal."

_(The camera now shows Vincent with a worried look on his face.)_

**Vincent: **Oh no! This can't be good. Without nighttime, the ponies won't know when it's time to sleep, and then everypony will not be focused on work and school.

(_Back to Fictionary._)

**Fictionary: **_(Gasps) _You're right, Vincent.

(_Gravity takes him, Spines and the tomes down with a yell; Vincent manages to get airborne and lands on the floor safely. Meanwhile, Spines lands on Fictionary's back and collects the scroll and quill pen she now has in her mouth._)

**Fictionary:** Spines, take a note, please. (_snapping tail out straight_) To the Princess.

**Spines:** (_bouncing off it to the floor_) Okey-dokey.

**Fictionary:** (_dictating while pacing; he writes_) "My dearest teacher: My continuing studies of pony magic have led me to discover that we are on the precipice of disaster."

**Spines:** (_now o.s._) Hold on. (_Back to him._) Preci…preci…

(_He gives her a lost look—clearly he is not familiar with the word. Vincent chuckles a little at Spines not being able to understand Fictionary's words and the light blue unicorn thinks for a second._)

**Fictionary:** Threshold.

**Spines:** Thre… (_No good._)

**Fictionary:** Uh…brink? (_Still nothing; she groans._)

**Vincent: **Let me try, sis. How about, "That something really bad is about to happen"!

(_Spines writes this bit down quickly. Fictionary facehoofs herself and resumes her dictation and pacing._)

**Fictionary:** "For you see, the mythical Mare on the Sun is in fact Solar Flare, and she is about to return to Equestria and bring with her eternal night. Something must be done to make sure this terrible prophecy does not come true. I await your quick response. Your faithful student, Fictionary Van Filly."

**Spines:** (_slowly_) "Fic-tion-nary…Van-Filly." (_He finishes writing._) Got it!

**Fictionary:** Great! Send it.

**Spines:** Now?

**Fictionary:** Of course!

**Spines:** Uh…I don't know, Fictionary. Princess Luna's a little busy getting ready for the Winter Moon Festival, and it's, like, the day after tomorrow. (_She gets in his face._)

**Fictionary:** That's just it, Spines. (_straightening up_; _camera tilts up toward sun_) The day after tomorrow is the thousandth year of the Winter Moon Festival. (_Back to her._) It's imperative that the Princess is told right away!

**Spines:** (_writing_) Impera…impera…

**Fictionary:** Important!

(_This word comes with enough oomph to throw him off his feet; he fetches up against a set of bookshelves._)

**Spines:** Okay, okay!

(_He takes a deep breath, holds the rolled parchment in front of his mouth, and blows a burst of green fire over it. The message burns away, leaving only a tendril of sparkling pink smoke that snakes out a high window; tilt up to this._)

**Spines:** (_from o.s._) There! It's on its way. (_Back to him as she paces._) But I wouldn't hold your breath. (_Pan to her._)

**Fictionary:** (_smugly_) Oh, I'm not worried, Spines. The Princess trusts me completely. (_crossing to him_) In all the years she's been my mentor, she's never once doubted me.

**Vincent: **You may not want to get too smug, sis…

**Fictionary: **_(Rolls eyes, sighs. To self.) _Brothers.

(_Spines' cheeks bulge as if he is about to vomit; instead, he belches up a burst of pink fire that forms into a sealed scroll. This drops to the floor._)

**Fictionary:** I knew she would want to take immediate action. (_Spike opens it and clears his throat._)

**Spines:** (_reading_) "My dearest, most faithful student Fictionary…" (_Cut to her at a window; he continues o.s._) "You know that I value your diligence, and that I trust you completely."

**Fictionary:** Mmm-hmm.

**Spines:** (_from o.s., reading_) "But you simply _must_ stop reading those dusty old books!"

(_She gasps as that sentence hits her like a two-by-four upside the head. Vincent giggles at his sister. Snap to black._)

Act Two

(_Opening shot: fade in to a scrolling overhead view of the Equestria landscape, following a pegasus-drawn, flying gold chariot that carries Fictionary, Vincent and Spines._)

**Spines:** (_reading_) "My dear Fictionary: There is more to a young pony's life than studying. So I'm sending you to supervise the preparations for the Winter Moon Festival in this year's location, Ponyville."

(_During the previous line, the camera shifts to a closer profile of the chariot; the two pegasi pulling it are dark grey stallions in gold livery and shoes. They have _Pale, light grayish azure with light azureish gray_ tails and matching crests on their helmets, similar to those worn by soldiers in ancient Rome. On the end of the line, cut to a head-on view of the clouds, which part to reveal the site: a pleasant-looking small town of wood-frame, thatched-roof buildings bordered by a stream and mountain. To one side is a fenced fruit orchard. Back to the trio; Fictionary is clearly not enthused over this job._)

**Spines:** (_reading_) "And I have an even more essential task for you to complete—_make some friends._" (_She hangs her head over the side with a soft moan._)

**Vincent:** Look on the bright side, Fictionary. The Princess arranged for us to stay in a library. Doesn't that make you happy? (_Long pause._)

**Fictionary:** (_brightening suddenly_) Yes. Yes, it does. You know why? Because I'm right. I'll check on the preparations as fast as I can, then get to the library to find some proof of Solar Flare's return. (_They approach the town._)

**Spines:** Then when will you make friends like the Princess said? (_Final descent._)

**Fictionary:** She _said_ to check on preparations. I am her student, and I'll do my royal duty, but the fate of Equestria does not rest on me making friends.

(_The chariot touches down in a street, the two pegasi whinny, and Fictionary climbs out._)

**Fictionary:** Thank you, sirs.

(_They smile and huff in response before she turns to Spines and Vincent, who are now also out. As he speaks, an orange earth pony—that is, no horn or wings—with a slightly curly 2 toned pink mane and tail approaches from the other end of the street._)

**Spines:** Maybe the ponies in Ponyville have interesting things to talk about!

(_The other pony is now seen in close-up: mare, with a cutie mark consisting of three seeds, two brown and one yellow. She stops in front of the pair and regards them with narrowed, medium green eyes and a smile._)

**Vincent:** Come on, Fictionary, just try.

**Fictionary:** (_uncertainly_) Uh…hello?

(_The orange one responds with a gasp of pure surprise, and a sudden dash o.s.)_

**Fictionary:** Well, _that_ was interesting, all right.

(_She trots off, Spike following with a weary moan. Dissolve to the trio proceeding through the orchard seen on the edge of town; Spike now has a scroll and pencil in hand._)

**Spines:** (_reading_) "Winter Moon Festival Official Overseer's Checklist."

(_They reach an open fence gate leading into a farm: well, barns, barrels, hay bales, and so forth. Above the gate hangs a wooden board with an apple-shaped cutout. Zoom out to frame the entire property, orchard and all._)

**Spines:** "Number one. Banquet preparations—Sweet Apple Acres."

**Vincent: **Wow. The ponies who live here must keep this orchard afloat really well. I can just imagine what effort they had to put in.

(_A heavily Southern-accented female voice brings them up short._)

**Southern voice:** Yee-haa!

(_Quick pan to the speaker, a light yellow earth pony mare with red mane and tail, the mane with a pink bow in it. She has green eyes and an apple with a flower on it as a cutie mark. Racing up to one apple tree, which has several empty wooden tubs set around its base, she fetches its trunk a solid kick or "buck" with her hind legs. The strike shakes enough apples loose to fill the tubs in seconds, and she lifts her head proudly and crosses one foreleg over the other. This is Apple Bloom._)

(_Fictionary just hangs her head with a sigh and trudges forward._)

**Fictionary:** Let's get this over with.

(_Spines and Vincent follow as she lifts her head and approaches Apple Bloom with a polite smile._)

**Fictionary:** Good afternoon. (_Close-up._) My name is Fictionary Van Filly.

(_Her face contorts in sudden pain, due to Apple Bloom grabbing one of her front hooves and shaking it vigorously in a longer shot. The farmer's voice is boisterous and friendly._)

**Apple Bloom:** Well, howdy do, Miss Fictionary. A pleasure makin' your acquaintance. I'm Apple Bloom. We here at Sweet Apple Acres sure do like makin' new friends.

**Fictionary:** (_voice vibrating_) Friends?...Actually, I— (_Apple Bloom lets go._)

**Apple Bloom:** (_winking_) So, what can I do you for?

(_Not realizing that her hoof has been released, Fictionary is still unconsciously working it up and down. Spines finally stops its motion and he and Vincent laugh as she gives them a dirty look._)

**Fictionary:** (_clearing throat, smiling_) Well, me, my brother Vincent and assistant Spines are in fact here to supervise preparations for the Winter Moon Festival. And you're in charge of the food?

**Apple Bloom:** We sure as sugar are. Would you care to sample some?

**Fictionary:** Well, as long as it doesn't take too long.

**Apple Bloom: **Alright! Now, Babs Seed and ah will… huh? Hey, where's mah cous? _(Looks around, but doesn't see a trace of 'Babs Seed') _Huh. Maybe she's out in town. _(Back to Fictionary, Vincent and Spines.) _No matter. We'll do this anyway. _(She gallops off, much to the trio's confusion.)_

(_Close-up of an iron triangle being rung as a meal summons, then cut to Apple Bloom at it._)

**Apple Bloom:** SOUP'S ON, EVERYPONY!

(_Back to Fictionary, Vincent and Spines on the end of this. They are quickly swept up in a stampede of earth ponies, which clears to leave them dazed and seated at a table.)_

**Vincent: **What in Canterlot…

_ (Apple Bloom pops up next to them._)

**Apple Bloom:** Now, why don't I introduce y'all to the Apple family?

(_Zoom out on the end of this to frame several new arrivals in the foreground, looking on eagerly, then cut to a close-up of Fictionary._)

**Fictionary:** Thanks, but I really need to hurry.

(_A piece of dessert is thrust in front of her; in a longer shot, one of the family members is holding it. As Apple Bloom begins to reel off names in an increasing tempo, one after another zips to the table and deposits an apple-based food item before rushing off._)

**Apple Bloom:** This here's Apple Crumble, Apple Mint, Apple Squash, Red Jane… (_now o.s._) …Apple Bud, Liberty Belle… (_Close-up of the table, ponies no longer seen as pile grows._) … Sweet Tooth, Apple Bytes, Pink Lady, Apple John, Apple Crunch…

(_By this point, the stack of food has grown so tall that Fictionary, Vincent and Spines have had to climb up to see over it, Vincent reluctant to use his wings. Apple Bloom pops up again and takes a huge breath before continuing, the camera shifting to each of the next two members she names. The first is a small red colt with birdcatcher spots, sleepy green eyes, hooves tipped with pale yellow, and an orange mane and he has no cutie mark; he is also holding a green apple. This second pony, a young filly with no cutie mark, has a tan-orange coat, light green eyes, and a blond mane and tail. A three-layer cake is balanced on her back, and her mane and tail are tied back in plats.)_

**Apple Bloom:** (_from o.s._) …Little Macintosh, Applejack… (_Back to her and Fictionay._) …aaaaand…

(_She stuffs a whole apple in Fictionary's mouth and dashes off; quick pan to…_)

**Apple Bloom:** (_from o.s._) …Granny Smith.

(_Granny is an adult, light green mare whose mane/tail is cream and are each tied into pony tales like Applejack. Her cutie mark is an apple pie, and she wears an apple-decorated shawl around her neck. She snoozes in a rocking chair; zoom in._)

**Apple Bloom:** (_from o.s._) Up and at 'em, Granny Smith! We got guests!

(_She wakes up with a snort, opening her eyes just enough to show them as red-orange. Her voice carries the same Southern accent._)

**Granny:** Wha—? (_walking over, mumbling_) Soup's on…I'm a—here I come, I'm comin'…

(_She walks to the table; when she reaches the table, Fictionary still has her mouth full from the fruit Apple Bloom shoved into it._)

**Apple Bloom:** (_patting Fictionary's back_) Why, I'd say they're already part of the family.

(_One mighty spit sends the chewed-up apple flying so Fictionary can voice an uneasy giggle._)

**Fictionay:** Okay, well, I can see the food situation is handled, so we'll be on our way. (_Disappointed looks from others._)

**Young Southern voice:** (_female_) Aren't you gonna stay for brunch?

(_The speaker turns out to be little Applejack, who has gotten rid of the cake on her back and is now giving Fictionary the big sad soulful eyes._)

**Fictionary:** Sorry, but we have an awful lot to do.

**Apple family:** Awww… (_Pause._)

**Vincent: **Oh, come on sis. I really want to get to know these ponies.

**Fictionary:** (_unwillingly_) Fine.

**Vincent: **Yes!

(_Cheers from the family as the camera tilts up to frame the awnings strung overhead in the trees to shade the gathering. Dissolve to a patch of blue sky marked by a few wisps of cloud and tilt down to ground level, where Spines comes up over a hill with his checklist. Vincent trots alongside.)_

**Spines:** Food's all taken care of. Next is weather.

(_Looking back, they see Fictionary trailing by several steps, her gut badly distended and her head nearly touching the ground._)

**Fictionary:** (_groaning in discomfort_) I ate too much pie.

**Vincent: **Oh well. More sweets for me next time.

**Fictionary: **Oh no you don't, young colt!

**Spines:** Hmmm…there's supposed to be a pegasus pony named Scootaloo clearing the clouds. (_Fictionary looks up and sees several clouds._)

**Fictionary:** Well, she's not doing a very good job, is she?

(_With no warning, an orange and pink blur flashes across the screen and plows her away. Globs of mud splatter back from the puddle in which they have landed; on top of Fictionary is a deep orange pegasus mare whose unruly mane and tail are both equally deep pink. She has purplish-pink eyes and a cutie mark of flamed lightning bolt. This is Scootaloo._)

(_Fictionary groans softly, muffled slightly by the mud, before Scoots gets upright with a big goofy grin. Her voice has a raspy, tomboyish quality to it._)

**Scootaloo:** (_laughing sheepishly, leaning over Fictionary_) Uh…'scuse me?

(_More laughing as she hovers a few feet up and Fictionary groans again._)

**Scootaloo:** Let me help you.

(_Off she goes, with Fictionary having barely enough time to stand up before she pushes a grey cloud into position above the puddle. A few stomps on its top produce a quick shower that leaves Fictionary clean but soaked head to tail. Scootaloo's giggle floats down from overhead; cut to her on the cloud._)

**Scootaloo:** Oops. I—I guess I overdid it. Um… (_Back to the annoyed Fictionary; she continues o.s._) …uh…how about this?

(_"This" consists of the pegasus swooping down to fly in a tight circle around Fictionary, creating a striped whirlwind that sucks all the mud out of the puddle._)

**Scootaloo:** My very own patented… (_She rises clear._) …Scootablow-Dry! (_dropping to ground_) No, no, don't thank me. You're quite welcome.

(_Only now does she get a good look at the finished product: Ficionary's mane and tail are a frizzed-out mess. She is clearly not amused; Scootaloo, on the other hand, stifles a laugh and then gives it full voice, falling over in the process. Spines and Vincent follows suit._)

**Fictionay:** Let me guess. You're Scootaloo. (_She bolts upright, pitching Spines away. Vincent jumps and flutters in the air for a moment before landing.)_

**Scootaloo:** The one and only! (_hovering_) Why? You heard of me?

**Fictionary:** I heard you're supposed to be keeping the sky clear. (_sighing, smiling_) I'm Fictionary Van Filly, and the Princess sent me, my brother Vincent Van Colt and Spines to check on the weather. (_Scootaloo lounges on a cloud._)

**Scootaloo:** Yeah, yeah, that'll be a snap. I'll do it in a jiffy. (_Back to Fictionary and Vincent; she continues o.s._) Just as soon as I'm done practicing.

**Fictionary:** Practicing? For what? (_Back to Scootaloo._)

**Scootaloo:** (_pointing_) The Wonderbolts!

(_Quick pan in the direction she has indicated, stopping on a poster pasted on a wall. Silhouettes of four pegasi streak across its starry sky, while three more—two mares and a stallion—stand proudly in the foreground. All three of these wear goggles and blue-green jumpsuits that leave snouts, ears, and manes exposed, and their manes are electric blue. Three lightning bolts are displayed at the bottom, the center one having a pair of wings. Zoom in slightly._)

**Scootaloo:** (_from o.s._) They're gonna perform at the Festival tomorrow. (_Back to her, doing a loop to another cloud._) And I'm gonna show 'em my stuff.

**Fictionary:** (_smiling shrewdly_) _The_ Wonderbolts?

**Scootaloo:** Yep.

**Fictionary:** The most talented flyers in all of Equestria?

**Scootaloo:** That's them.

**Vincent: **Wow. You're going for it?

**Scootaloo: **I sure am! They will accept the most awesome flyer to come from Cloudsdale, not to mention one of a lucky few that can perform stunts on her scooter with ease.

**Vincent: **Golly. I could never do that.

**Fictionary:** Pffft! Please. (_Scootaloo glares at her._) They'd never accept a pegasus who can't even keep the sky clear for one measly day.

**Scootaloo:** Hey. I could clear the sky in ten seconds flat.

**Fictionary:** (_quietly_) Prove it.

(_The pegasus regards her from beneath lowered eyebrows for another moment, then springs into action to kick apart one cloud after another. The wake of her movements blows Fictionary's fluffed-up mane and tail back and forth as she, Vincent and Spines watch._)

**Scootaloo:** Loop-the-loop around, and wham!

(_After this last hit, the sky above Ponyville is left without a cloud in it. This shot shows a round three-story tower or pavilion, with a porch at ground level and a balcony outside each upper story. The structure stands in a large open area, the town square, which is located near the stream at the edge of town. Unlike the other Ponyville buildings that will be seen on camera, this one appears to have one-piece double doors._)

**Scootaloo:** What'd I say? (_She drops onto the bridge over the stream._) Ten seconds flat. I'd never leave Ponyville hanging.

(_The jaws of the 3 watchers hang wide open at this acrobatic display in a close-up. Spines is first to recover, and Vincent quickly follows suit.)_

**Scootaloo:** (_from o.s., laughing_) You should see the look on your face! (_flying across, doubling back_) You're a laugh, Fictionary. I can't wait to hang out some more.

(_That last sentence kicks Fictionary brain back into gear and throws a shock into her, but Scootaloo zips away before she can say anything._)

**Spines:** Wow…she's amazing!

**Vincent: **She'd make the Wonderbolts without even having a need to audition.

(_Spines toys with Fictionary's mane and smothers a guffaw; she gives him a disapproving little groan and stalks away toward the pavilion._)

**Spines:** (_following_) Wait! It's kinda pretty once you get used to it! _(From o.s) _Come on, Vincent.

**Vincent: **_(following) _Coming!

(_Zoom in on the upper portion of the pavilion on the end of this, then dissolve to Spines inside, checking the list again. Behind him, banners and flowers have been hung on the walls._)

**Spines:** Decorations.

(_Cut to a ceiling-level view of the area—a single circular room—and tilt down past the elaborate hangings. The two sisters from the prologue are featured separately among the artwork, which includes a plethora of adornments for the balcony railings._)

**Spines:** (_from o.s., breathlessly_) Beautiful.

**Fictionary:** (_from o.s._) Yes. The décor is coming along nicely. (_Both are now in view._) This oughta be quick. I'll be at the library in no time. Beautiful, indeed.

**Vincent: **Whoever's been working on this must have the mind of an artist. The room looks that great.

(_Between them, some distance back, another pony can partially be seen: white coat with a very faint pink tinge, long light purple and pink mane/tail done in loose elegant curls, cutie mark of a musical note with 3 small hearts around it.)_

**Spines:** Not the décor…_her!_

(_On this last word, the camera zooms in past the pair to focus on the third—a unicorn mare standing on a small dais at the back of the room. She wears pale green eyeshadow, and her appearance and bearing mark her as a sophisticated type even before her voice confirms it. This is Sweetie Belle, who opens her eyes to expose vivid green irises while levitating a few ribbon samples for a closer look, all while singing a song to herself._)

**Sweetie Belle:** (Singing) … Got to get this job done by tonight (_Back to Spines, hearts in eyes; she continues o.s._) No, that colour's too obtrusive, it doesn't work in the light.

**Spines:** (_grooming himself; hearts float up_) How are my spines? Are they straight?

(_Fictionary just gives him a funny look before approaching the dais._)

**Fictionary:** Good afternoon.

**Sweetie Belle:** (_glancing briefly toward her_) Just a moment, please. I'm almost done. Ah, yes! (_tightening a glittering red bow on a post_) (Singing) Yes, that is the one, that will make this night a blast. Now, my work for the decor is done at last. (Talking) Oh, well, Sweetie Belle, you are a talent. _(Bringing her attention to Fictionary) _Now, how may I help you…

(_She trails off into a cry of horror upon getting her first good look at the poofed-up wreck of Fictionary's mane/tail, seen in a close-up and tilt from hooves to head._)

**Sweetie Belle:** (_from o.s._) Oh my stars, darling! Whatever happened to your _coiffure_?

**Fictionary:** Oh, you mean my mane? (_Cut to frame both._) Well, it's a long story. I'm just here to check on the decorations, and then I'll be out of your hair.

**Sweetie Belle:** Out of _my_ hair? What about _your_ hair? (_She starts to gently bulldoze Fictionary along._)

**Fictionary:** Wait! Where are we going? Help!

(_The lovestruck dragon floats after the pair, using the end of his tail as a propeller. Vincent chuckles at his sister being ushered away and trots after them. Wipe to the exterior of an ornately decorated two-story building that bears a striking resemblance to an antique carousel, including the horses attached to the small upper story's support posts and the one painted on a sign above the front door. This is the Carousel Boutique, whose door is split halfway up its height into two sections, each with its own knob. Unless otherwise noted, all doors in Ponyville will have this design, the same as that of the "Dutch door" commonly seen in horse stables. Several tents have been erected in the fields behind the building. Zoom in slowly._)

**Sweetie Belle:** (_from inside_) No…no…uh-uh.

(_Cut to a mirror inside, which reflects a rather put-out Fictionary dressed as a four-legged Statue of Liberty._)

**Sweetie Belle:** (_from o.s._) Too green. (_As a proper Southern lady._) Too yellow. (_A Spanish dancer._) Too poofy. (_A 1950s teenager._) Not poofy enough. (_A French noblewoman._) Too frilly. (_An aerobics instructor._) Too…shiny.

(_Each of these outfits has incorporated a saddle in its design, and Twilight's mane is done in an appropriate style; her tail is back to its usual shape. The next one consists of only the saddle, bedecked with small jewels and a necklace bearing a large emerald. The straps float loose behind her; the mane is back to its normal curly style._)

**Sweetie Belle:** (_from o.s., approvingly_) Now go _on _my dear. (_Cut to her._) You were telling me where you're from.

(_She grabs the straps in her teeth and pulls. This area of the shop, part of a large showroom on the ground floor, can now be seen to have several mirrors, a changing room, and a low platform for customers to stand on so they can see their reflection. Fictionary has risen to her hind legs, exposing a bracelet on a front hoof as part of the outfit._)

**Fictionary:** (_strangled_) I've…been…sent…from…Canterlot…to… (_Sweetie Belle lets go, surprised._)

**Sweetie Belle:** Huh?

(_They go flying in opposite directions; Sweetie is first to get up. The city on the mountaintop has now been identified._)

**Sweetie Belle:** _Canterlot?!_ (_She rushes over._) Oh, I'm so envious! The glamour, the sophistication! I have always dreamed of living there. (_leaning close; Sweetie Belle backs up_) We're gonna be the best of friends, you and I.

(_Her happy reverie breaks when she takes a good look at Fictionary's new duds._)

**Sweetie Belle:** _Glitter_?! What _was_ I thinking? Let me get you some little _hair clips_! (_She dashes off._)

**Fictionary:** (_galloping past Spines and Vincent_) Quick! Before she decides to dye my coat a new colour!

(_Vincent trots after Fictionary while Spines just stands in the middle of the floor and sighs contentedly before the view dissolves to a close-up of him riding through a meadow on Fictionary's back.)_

**Spines:** Wasn't she wonderful? (_Longer shot; Fictionary no longer wears the fancy saddle and Vincent now trotting alongside._)

**Vincent: **She was really nice. _(Noticing Spines' lovestruck look.) _Hmm. Do you have a crush on this girl?

**Spines: **What?! No, no, no. We only just met today.

**Vincent: **But, a crush turns into a relationship later…

**Fictionary:** Focus, you 2. What's next on the list?

**Spines:** (_checking it, clearing throat_) Oh…uh…music. It's the last one. Supposed to be sung by another pegasus named Heartsong and… (_Dreamily_) Sweetie Belle.

**Fictionary: **_(Groans.)_

(_Fictionary and Vincent stop short upon hearing a fanfare being whistled somewhere up ahead; they and Spines hide in some bushes and poke their heads out to watch. Pan away from them to the source—several birds perched in a tree, with a light yellow pegasus hovering in front of them and facing to the camera. Long, straight light blueish-purple mane and tail flow downwards, and pinkish eyes. This is Heartsong, no doubt. She is singing a song.)_

**Heartsong: **_(singing)_ When the moon glows, we glow together.  
Told you I'd be hear forever.  
Said I'd always be your friend  
Took an oath and I'm sticking it to the end.

(_One of the birds is noticeably out of time, drawing the pony's worried attention. A close-up presents Heartsong for the first time—mare, with and a soft, gentle, timid voice with a slight british accent. We also see her cutie mark; a heart with a music note in it._)

**Heartsong:** Oh, my goodness. Stop, please, everyone. (_Silence; she flies up to the bad singer._) Um, excuse me, sir. I mean no offense, but your rhythm is just a teeny tiny bit off. (_Back up._) Now, on my count, please. A-one, a-two, a-one, two, three.

**Fictionary:** (_from o.s., calling to her_) Hello!

(_The shout not only startles the lead singer, but scares her entire vocal ensemble out of the tree._)

**Heartsong:** Oh! (_She sees Fictionary and Vincent, now out of the bushes._)

**Fictionary:** Oh, my. I'm so sorry. I didn't mean to frighten your birds. I'm just here to check up on the music, and it's sounding beautiful.

**Vincent: **Indeed. You must have been working ages on that.

(_Heartsong touches down, looking at Fictionary and Vincent sidelong or not at all, and fidgets one hoof against the ground without saying anything. The newcomer stitches a big grin across her face and lets her eyes flick nervously back and forth for a moment before breaking the silence._)

**Fictionary:** I'm Fictionary Van Filly.

**Vincent: **And I'm Vincent Van Colt.

(_Silence; Heartsong still avoids eye contact._) What's your name?

**Heartsong:** (_softly_) Um, I'm Heartsong.

**Fictionary:** I'm sorry, what was that?

**Heartsong:** (_backing away, even softer_) Um, my name is Heartsong.

**Vincent:** Uh, didn't quite catch that.

(_The meek pegasus can do no more than voice a tiny squeak and look at Fictionary and Vincent sidelong, as if trying to disappear behind the hoof-length curtain of her mane. Birds return to the tree._)

**Fictionary:** Well, um, it looks like your birds are back. So I guess everything's in order. Keep up the good work.

(_Another tiny little noise from Heartsong._)

**Fictionary:** (_backing off slowly_) Oo-kay.

(_Heartsong just stands there, eyes downcast and one of them hidden behind her mane. She finally peeks toward Fictionary and Vincent; cut to her one-eyed perspective of the unicorn, pegasus and Spines, who has at last emerged from the bushes._)

**Fictionary:** (_to him_) Well, that was easy.

**Vincent: **She must be really shy. Give her time. She'll open up.

(_Back to Heartsong, who comes to life with a gasp and a flutter of wings that scares all the birds off again. Now she gets some lung power behind her voice._)

**Heartsong:** A baby dragon! (_She zips over to Spines, knocking Fictionary away and making Vincent jump and hover again._) Oh, I've never seen a baby dragon before! He's so cute!

**Spines:** (_to the sprawled-out Fictionary_) Well, well, _well!_

**Vincent: **_(Also to Fictionary) _Heh, what did I tell ya?

**Heartsong:** _(About Spines) _Oh, my. He talks. I didn't know dragons could talk. That's just so incredibly wonderful, I… (_hovering_) …I just don't even know what to say!

(_Spines suddenly finds himself grabbed by Fictionary's magic and hoisted onto her back; pan to her on the next line as she starts away._)

**Fictionary:** Well, in that case, we better be going. (_Heartsong hurries after her and Vincent, the latter of which had started walking after Fictionary._)

**Heartsong:** Wait! Wait! What's his name?

**Spines:** I'm Spines.

**Heartsong:** Hi, Spines. I'm Heartsong. Wow, a talking dragon! And what do dragons talk about?

**Spines:** Well, what do you want to know?

**Heartsong:** Absolutely everything.

(_This conversation keeps grating on Fictionary's nerves until the last line, when her eyes pop in surprise. She groans loudly and the camera cuts to a long shot of the quartet going down the road. Vincent looked back at the 2 conversing, with very much interest._)

**Spines:** Well, I started out as a cute little blue-and-pink egg…

(_Dissolve to the quartet walking through Ponyville proper. It is now late in the afternoon, and Spines is still talking to Heartsong as Fictionary glares impatiently ahead. Vincent was also involved in conversation._)

**Spines:** And that's the story of our whole entire lives—well, up until today. Do you want to hear about today?

**Heartsong:** Oh, yes, please!

**Vincent: **Ok, so, today, we started…

(_Fictionary does a quick 180-degree turn and stops in the same motion to face Heartsong, prompting a yell from the passenger and Vincent to also spin around.)_

**Fictionary:** I am so sorry.

(_Long shot: they have arrived at a large, gnarled tree whose trunk and foliage are set with many windows, one of which has a hanging lantern. A balcony is visible perhaps halfway up, the front door displays a picture of a lit candle, and a sign outside depicts an open book. In addition, a beehive hangs from one branch. This can only be the library Spines mentioned earlier in the act._)

**Fictionary:** How did we get here so fast? This is where I'm staying while in Ponyville, and my poor baby dragon needs his sleep, as does my little brother.

**Vincent: **Hey! I'm not tired!

**Spines:** And nether am I! (_She bucks him off with a big phony grin._)

**Fictionary:** (_leaning to him, baby talk_) Aw, wookit that. He's so sweepy, he can't even keep his wittle bawance.

**Vincent: **_(To Fictionary, slight annoyance in his voice, quietly) _You know he is technically a child, right?

(_The "sweepy"—that is, "sleepy"—dragon glares at her stupidly grinning face before being swept up by Heartsong._)

**Heartsong:** Poor thing. (_flying inside_) You simply must get him to bed.

(_Realizing that things are getting out of hand, Fictionary dashes in and quickly ejects her and reales Vincent in._)

**Vincent: **_(As he is being taken in by Fictionary's magic telekinesis.) _Yah!

**Fictionary:** Yes, yes. We'll get right on that. _(Vincent is now inside and released) _Well, good night!

(_Door slam, leaving a very befuddled Heartsong on the step. Cut to the pitch-black interior, with the figures of Fictionary, Vincent and Spines dimly visible; both are quite put out at having the conversation broken off so abruptly. All three pairs of eyes gleam in the darkness._)

**Spines:** Huh. Rude much?

**Vincent: **Yeah, sis. You just tossed Heartsong out the door.

**Fictionary:** Sorry, Spines, Vincent, but I have to convince the Princess that Solar Flare is coming, and we're running out of time. I just need to be alone so I can study without a bunch of crazy ponies trying to make friends all the time. Now where's the light?

(_She gets that question answered for her when it suddenly comes on, revealing a large circular room whose walls are lined with bookshelves; other volumes are scattered around lofts set into the walls above them. Night has fallen, and this reading room is filled with ponies, many of whom blow on noisemakers in their mouths. Streamers hang from the upper reaches._)

**Crowd:** SURPRISE!

(_Confetti rains down over the group, and a party favor is blown out in front of one thoroughly confused, grumpy-looking light blue unicorn who moans wearily. Fade to black._)

Act Three

(_Opening shot: fade in to the surprise party in full swing. The orange pony who dashed away so quickly upon first seeing Fictionary pops her head into view to address her. This is Babs Seed, whose voice is cheerful, and has a bronx accent._)

**Babs Seed:** HIII! I'm Babs Seed, and I threw this party just for you! (_hopping around_) Were you surprised? Were you? Huh?

**Fictionary:** Very surprised. Libraries are supposed to be quiet. And… wait. If your Babs Seed, aren't you supposed to be at Sweet Apple Acres? Apple Bloom was looking for you.

**Babs Seed:** (_giggling_) Well, I turned up a bit late, but managed to get enough time to get some pie. (_leaning on Fictionary, who shakes her head_) But, what kind of welcome party would this be if it were quiet? It would be boring now, wouldn't it. (_Big grin; she follows Fictionary, talking full tilt._) You see, I saw you when you first got here, remember? You see, I never saw you before, and I thought it'd be nice to invite everypony together (_Close-up of Fictionary, groaning; she continues o.s._) since I practically know everypony, and I mean, _everypony_ in Ponyville.

(_Fictionary comes to a refreshment table. As Babs Seed keeps going, poking her head into/out of view from all angles, she takes a red bottle in her teeth and pours its contents into a waiting glass. Other bottles on the table are green._)

**Babs Seed:** And then I got my cousin, Apple Bloom to prepare this party with me here for everypony…

(_Close-up of the glass as Fictionary puts a straw into it. The green bottles' labels display filled glasses, while the red one shows flames. On the start of the next line, cut to frame them both as Fictionary starts to sip._)

**Babs Seed:** So that you can get to know your new neighbours (_Apple Bloom, Heartsong, Scootaloo, and Sweetie Belle quickly gather around her, both wingers hovering above the unicorn and 2 earth ponies_) And then, you'd feel right at home with everypony else. See? You'll have heaps of friends now!

(_Fictionary's eyes pop as big as dinner plates and she turns to face the group, her face suddenly beet-red with bulging cheeks and streaming eyes due to the effects of her drink. Zoom in quickly to a close-up._)

**Apple Bloom:** (_from o.s._) Are you all right, sugar cube?

(_Longer shot; Fictionary jumps up with steam whistling from her ears, her mane and tail briefly turning to flames, and zips off at top speed._)

**Babs Seed: **Aww. She's so happy, she's crying.

(_As Fictionary goes upstairs to get some relief, Spines picks up the bottle and regards its label; close-up of this._)

**Spines:** (_from o.s._) Hot sauce.

_(Babs Seed now understood what was happening. Back to her.)_

**Babs Seed: **Oh no! Anypony know where the fridge is around here?

_(The other 4 look puzzled for a second, then gallop/fly off to find a bottle of milk.)_

(_They smile again when they find one and give it to Vincent, who takes it up to Fictionary, who gives a sight of relief when her mouth is back to normal. Dissolve to a loft that has been outfitted as a bedroom for Fictionay. There are bookshelves lining one wall, but the rest of the space has been cleared to make room for a bed, a house plant, a small floor mat, and a table by the window with a bust of a unicorn on it. Two overlapping horseshoes and a cuckoo clock have been hung on the wall, and a telescope stands at the window. Part of the floor-level section of this room is visible: more bookshelves, a desk, the entrance to a staircase leading down. This living space, therefore, is on a higher level than the main reading room._)

(_Fictionary is on the bed, huddled on top of the blankets with her head under the pillow, and the lights are dim up here. However, muffled, pounding dance music can be heard from below, indicating that the party is still going. She lifts her head, pillow and all, and takes note of the insanely late hour with a groan. A door is heard opening._)

**Spines:** (_from o.s._) Hey, Fictionary.

(_Floor level; he and Vincent has just entered, lampshade on Spines head, and both are still grooving to the beat that can now be heard very clearly.)_

**Vincent:** Babs Seed's starting Pin the Tail on the Pony! Wanna play?

**Fictionary:** No! All the ponies in this town are CRAZY! Do you know what time it is?

**Spines:** It's the eve of the Winter Moon Festival. (_Cut to Fictionary; he continues o.s._) Everypony has to stay up, or they'll miss the Princess raise the moon. (_Ground level, framing all three._)

**Vincent: **You really should lighten up, Fictionary. It's a party!

(_With a tilt of the shade, both saunter out to rejoin it; Finctionary mimics Vincent's tone of voice with gibberish as the door closes. Overhead view as she lies down, holding the pillow over herself, and groans._)

**Fictionary:** Here I thought I'd have time to learn more about the Elements of Harmony. But, silly me, all this ridiculous friend-making has kept me from it!

(_A turn toward the window affords her a clear view of the sun, whose sun spots form the silhouette of Shimmering Flame's head. She gets up and approaches as four prominent stars slowly drift toward it. Fictionary was also very careful not to look directly at the sun.)_

**Fictionary:** (_softly_) "Legend has it that on the longest night of the thousandth year…" (_Outside the window._) "…the stars will aid in her escape…" (_levitating an open book_) "…and she will bring about everlasting day."

(_She is repeating what she read about the Mare on the Sun during Act One, with a slight mis-quotation of the last two words. Back inside the room; she lowers the book, which shows the same vision that she sees through the window._)

**Fictionary:** I hope the Princess was right. (_Close-up, the sun reflected in her eyes._) I hope it really is just an old pony tale. (_Door opens._)

**Spines:** (_from o.s._) Come on, Fictionary! (_Cut to him, still wearing the lampshade._) It's time to watch the moonrise!

**Vincent: **Last one there is a mouldy carrot!

_(The young colt gallops off, followed by Spines, and Fictionary walks behind.)_

(_Wipe to the exterior of the town square pavilion, its windows glowing into the night as several ponies make their way to the door and the music fades. Inside, the camera tilts down from the many banners and the pegasi admiring them to frame a hushed, packed house; the dais on which Sweetie Belle was working stands empty, as does the balcony directly above. A curtained archway is behind the balcony railing. The profound silence is shattered when Babs Seed rushes up to Fictionary, Vincent and Spike, the latter riding on Fictionary's back and having ditched the shade, the young colt was now perched on Babs Seed's back.)_

**Babs Seed:** Isn't this exciting? Aren't you excited, cause I'm excited, well, except for the time I went EEEP. But I mean, really, who can top that?

**Vincent: **I'm excited too. So, is this the 1st time that the celebration has been held in Ponyville?

**Babs Seed: **We've held it about 5 times in my life! They were all amazing!

(_The birds Heartsong was rehearsing in Act Two perform a short fanfare, and a spotlight picks out the vacant balcony and descends to the dais. Here now stands a very pale yellow earth pony mare. Her mane and tail are brilliant gamboge. She is the Mayor of Ponyville, named Gingersnap, and her voice has a tone of dignity that comes with age and experience in scouting as a filly._)

**Mayor Gingersnap:** Fillies and gentle-colts!

(_Close-up. The eyes behind the spectacles are moderate harlequin, and her cutie mark consists of a scout sass with badges._)

**Mayor Gingersnap:** As Mayor of Ponyville, it is my great pleasure to announce the beginning of the Winter Moon Festival!

(_Cheering from all except a very uneasy Fictionay, Vincent and Spines, then silence._)

**Mayor Gingersnap:** In just a few moments… (_Tilt up slowly toward the windows, putting her o.s._) …our town will witness the magic of the moonrise and celebrate this, the longest night of the year!

(_The camera has stopped on the banner depicting the sun. Back to Fictionary, Spines, Vincent and Babs._)

**Mayor Gingersnap:** (_from o.s._) And now, it is my great honour to introduce to you the ruler of our land…

(_During this line, Fictionay looks up at the moon and is stunned to see the four drifting stars disappear into its perimeter. At the same time, the dark unicorn-head shape vanishes from the surface. Back to the Mayor on the start of the next line._)

**Mayor Gingersnap:** …the very pony who gives us the sun and the moon each and every day…the good, the wise… (_Pan through the jubilant throng; she continues o.s._) …the bringer of harmony to all of Equestria…

**Heartsong:** (_to her birds_) Ready? (_Back to the Mayor._)

**Mayor Gingersnap:** …Princess Luna!

(_Quick tilt up to Sweetie Belle, who grabs a nearby rope in her teeth and hauls on it. Heartsong and the birds start the song, with Sweetie Belle joining in on the 2nd line when she comes onstage.)_

**Heartsong: **_(Singing)_ Friends deep in our hearts.

**Sweetie Belle: **_(Singing)_ We'll never be words apart…

_(The curtains part, the spot hits the balcony as the birds twitter the song, and Sweetie Belle and Heartsong—not singing anymore—looks toward the pool of light. However, there is no one and nothing in it._)

**Sweetie Belle/Heartsong:** Huh? (_General confused murmurs; cut to Fictionay, Vincent and Spines and zoom in._)

**Fictionary:** (_fearfully_) This can't be good.

**Mayor Gingersnap:** Remain calm, everypony. There must be a reasonable explanation. (_Back to Fictionay/Vincent/Spines/Babs Seed on the end of this._)

**Babs Seed:** (_jumping in place_) Where'd she go? Is she hiding?

**Sweetie Belle:** She's gone! (_Gargantuan gasp from all present._)

**Babs Seed:** (_to Fictionary_) Ooh, she's good.

(_She voices a panicked cry while glancing up toward the balcony. Twinkling clouds of deep red-orange vapor have begun to envelop the balcony as another gasp rises from ground level. Zoom in on Fictionary, Vincent and Spines, who remain fully illuminated and move closer to the camera as if on a conveyor belt; the lights dim on the rest of the crowd._)

**Fictionary:** (_softly_) Oh, no.

(_The thickening clouds are swept away, revealing the orange-red armoured, alicorn figure of Solar Flare behind them. Her mane and tail are made of the same orange and red and her coat is actually an even brighter yellow hue than in the picture from Fictionary's book. The edge of her helmet frames scornful, Pale, light grayish magenta eyes with catlike pupils, and her towering size is accentuated by the spread of her wings. A fiery sun appears both on her chest armor plate, and against a dark yellow background as her cutie mark._)

**Fictionary:** (_from o.s._) Solar Flare!

(_Spines moans in shock and faints, toppling off her back. Vincent hugs his sister tight. Solar Flare's voice broadcasts an unsettling mixture of suavity, contempt, and barely concealed menace in roughly equal parts._)

**Solar Flare:** Oh, my beloved subjects. It's been so long since I've seen your precious little moon-loving faces.

(_The camera cuts here and there among the terror-stricken crowd during the second half of this line, then frames a boiling-mad Scootaloo in close-up._)

**Scootaloo:** What did you do with our Princess?! (_She starts into a flying charge, but Apple Bloom grabs tail in teeth to stop her._)

**Apple Bloom:** Whoa there, Nelly!

**Solar Flare:** (_chuckling richly_) Why, am I not royal enough for you? Don't you know who I am?

**Babs Seed:** (_playful_) Ooh, more guessing games. Uh… Queen Red Hot? Or… Shimmering Flame? No, Summer Storm, Summer Sto…

(_Her next guess is muffled by the cupcake that Apple Bloom crams into her mouth with a big embarrassed frown.)_

**Solar Flare:** (_leaning over Heartsong, scaring her/scattering birds_) Does my crown no longer count, now that I have been imprisoned for a thousand years?

(_Next she gets in Sweetie Belle's face, cradling it in a lock of her intangible mane._)

**Solar Flare:** Did you not recall the legend? (_slapping gently_) Did you not see the signs?

**Fictionary:** (_from o.s._) I did! (_Cut to her; Spines still laid out and Vincent still hugging his big sis._) And I know who you are! You're the Mare on the Sun— Solar Flare! (_Crowd gasps._)

**Solar Flare:** Well, well, well. Somepony who remembers me. Then you also know why I'm here.

**Fictionary:** (_losing her nerve_) You're here to…to…

(_She swallows hard. Long shot of Solar Flare, seen through the crowd; zoom in as she lets go with a growing chuckle._)

**Solar Flare:** Remember last night, little ponies, for it was your last. From this moment forth, the day! Will last! FOREVER!

(_Zoom out quickly; lightning cracks through the upper reaches of the pavilion and the material of her mane and tail billow over the entire room as she laughs exultantly. At ground level, Fictionary grits her teeth out of nervous fear, the camera zooming in on her face. Cut to a "To be continued…" title card and fade to black._)

**Continued in Part Two**


	2. Elements Of Harmony

**FRIENDSHIP IS MAGIC—PART TWO (Elements of Harmony)**

Prologue

(_Opening shot: fade in to a "Previously on My Little Pony" title card. Cut to a scene from Part One, Act One: Fictionary and Vincent consulting a book in her Canterlot library while Spines shelves others._)

**Fictionary:** (_reading_) "Elements of Harmony. See 'Mare on the Sun'"?

**Spines:** But that's just an old ponies' tale.

(_Close-up of the page that shows Shimmering Flame's silhouette framed by hot sunspots, with a star in each of the four corners._)

**Fictionary:** (_from o.s._) "She will bring about daytime eternal." (_Cut to her._) It's imperative that the Princess is told right away!

(_Spines belches up Princess Luna's response to Fictionary's warning letter._)

**Fictionary:** I knew she would want to take immediate action.

(_Overhead view of the trio's chariot journey to Ponyville at the start of Act Two._)

**Spines:** (_reading_) "My dear Fictionary: There is more to a young pony's life than studying." (_Close-up of them; Fictionary not enjoying this._) "_Make some friends."_

(_In Ponyville, the first meeting with Babs Seed, and the latter's gasp, are followed by Fictionary trying to get some rest in her new digs above the library's reading room while Spines and Vincent come up from the party going on down there._)

**Fictionary:** All the ponies in this town are CRAZY!

(_She looks at the picture of Solar Flame and compares it against the darkened figure visible on the beaming sun, framed by four stars drifting toward it._)

**Fictionary:** I hope the Princess was right.

(_Inside the town square pavilion, Act Three; Sweetie Belle has just opened the balcony curtains for the expected arrival of Twilight Sparkle, who is nowhere in sight._)

**Sweetie Belle:** She's gone! (_Cut to Fictionary, Vincent and Spines, ground level._)

**Fictionary:** (_softly_) Oh, no.

(_Close-up of Solar Flare in the horseflesh, then zoom out as the vapor of her mane and tail billow around her on the balcony and lightning flashes overhead. Her laughter echoes over the room._)

**Fictionary:** (_from o.s._) Solar Flare!

(_Fade to black._)

OPENING THEME

Act One

(_Opening shot: fade in to a close-up of Solar Flare as she laughs. Zoom out as at the end of the epilogue, then cut to the Mayor of Ponyville in the crowd._)

**Mayor Gingersnap:** Seize her! Only she knows where the Princess is!

(_On the end of this, three pegasus guards matching the appearance of ones who pulled Luna's chariot—grey coats, gold shoes, saddles, and Roman-style helmets—fly up and close in on Solar Flare._)

**Solar Flare:** Stand back, you foals!

(_Her eyes burn white, producing more lightning that hurls the trio backwards; more laughter, and she wraps her mane/tail around herself and vanishes. The orange-red mist makes a beeline for the open front door, snaking through the panicked crowd and the dazed guards. Meanwhile, Apple Bloom has kept her teeth locked on Scootaloo's tail ever since the end of Part One; the orange flyer finally snaps it loose and charges after Solar Flare. Cut to outside as she gives chase._)

**Scootaloo:** COME BACK HERE!

(_The fugitive is too fast and has too great a head start, and Scootaloo can only hover and watch as she clears the edge of town._)

**Scootaloo:** Daytime…forever?

(_Hoofbeats from ground level; she spots Fictionary galloping out, with Spines—still unmoving after he fainted—on her back, and Vincent close behind._)

**Scootaloo:** Where's _she_ going?

(_Wipe to a close-up of the little dragon asleep in a basket. He comes to with a start after a few seconds. Details of the floor indicate that he has been deposited in the library._)

**Spines:** (_half-dazed_) We gotta stop Shimmering…!

(_Out he goes again; a blanket is draped over him and Fictionary eases close to look him over._)

**Fictionary:** (_softly_) You've been up all night, Spines. (_turning away_) You are a _baby_ dragon, after all.

**Vincent: **Ok, so, he is still a baby. But, he acts more like a kid at times.

**Fictionary: **Very true. Now, I need to check for the elements of harmony.

**Vincent:** I'll look with you, sis.

**Fictionary: **Thanks, brother.

(_The lights go out and he snores quietly—right through a commotion that shakes the entire room for a moment. Its source is the fully lit reading room, where books are scattered all over the floor and being flung into view. A ladder stands propped against the wall for use in reaching the topmost shelves, and a large table stands in the center of the room._)

**Fictionary:** (_from o.s._) Elements, Elements, Elements…

(_Head-on view; she voices a loud, frustrated groan while levitating book after book and letting them fall._)

**Fictionary:** How can I stop Solar Flare without the Elements of Harmony?! (_Scootaloo flies into her face, good and angry._)

**Scootaloo:** And just what _are_ the Elements of Harmony? (_slowly backing her up_) And how did _you_ know about Solar Flare, huh? Are you a spy? (_She gets yanked back, hard._) Whoa!

(_Apple Bloom is now on the scene and has again put her teeth to use in reining in Scootaloo, but quickly lets go and gets a dirty look for her trouble._)

**Apple Bloom:** Simmer down, Sally. (_Babs Seed, Sweetie Belle, and Heartsong come in._) She ain't no spy. (_All five move closer._) But she sure knows what's goin' on—don't you, Fictionary?

(_The new pony in town turns this over for a second, then drops her gaze._)

**Fictionary:** I read all about the prediction of Solar Flare. Some mysterious objects called the Elements of Harmony are the only things that can stop her. (_looking out a window at the moon_) But I don't know what they are, where to find them. I don't even know what they do!

**Babs Seed:** (_from o.s._) _The Elements of Harmony._

(_Quick pan to her, inspecting a book on a shelf at the other side of the room, whose title she was just reading off._)

**Babs Seed:** _A Reference Guide_.

(_In nothing flat, she gets plowed aside by Fictionary._)

**Fictionay:** How did you find that?!

**Babs Seed:** _(Singsong) _It was under "E"! (_Fictionary shoots her a funny look._)

**Fictionary:** Oh.

**Vincent: **_(Sighs) _How did we miss that?

(_Fictionary floats the book to the middle of the room and flips pages. The binding of this one is red, with gold bands on the spine and a matching unicorn head on the cover, surrounded by six diamonds._)

**Fictionary:** (_reading_) "There are six Elements of Harmony, but only five are known." (_Slow pan across the others; she continues o.s._) "Kindness, laughter, generosity, honesty, and loyalty."

(_Overhead view of all six. As she continues, the camera slowly backs up through the library window, where Solar Flare's vapor form pauses as if listening in. The center table can now be seen to have a wooden horse-head bust standing on a pedestal._)

**Fictionary:** "The sixth is a complete mystery. It is said the last known location of the five Elements was in the ancient Castle of the Royal Pony Sisters."

(_It quickly zips away as she finishes; back to inside the reading room, the camera set just behind the six._)

**Fictionary:** "It is located in what is now…" (_Shudder and shows the other mares the page.)_

**All:** (_fearfully_)…the Everfree Forest?!

**Vincent: **If that's where the elements are, that's where we are going.

**Fictionary: **Oh no, not you young colt. It's too dangerous.

**Vincent: **But…

**Fictionary: **No 'buts'. You need to stay here with Spines. I'm not having you go and hurt yourself out there.

**Vincent: **_(Sighs) _Fine.

_(Vincent heads upstairs to his room as the 6 mares make their way out.)_

(_The camera backs up a bit and the scenery around them dissolves to a road leading into a very large, very overgrown, and very foreboding wilderness. They regard it with silent trepidation for a long moment before Babs Seed speaks up._)

**Babs Seed:** Right! Let's go! (_She bounces ahead._)

**Fictionary:** Not so fast! (_Stop._) Look. I appreciate the offer. But I'd really rather do this on my own.

**Apple Bloom:** No can do, sugar cube. We sure ain't lettin' any friend of ours go into that creepy place alone. (_Fictionary flinches a bit on "friend"; Apple Bloom, Heartsong, Sweetie Belle, and Scootaloo trot ahead._) We're stickin' to you like caramel on a candy apple.

**Heartsong, Scootaloo,** **Sweetie Belle:** Mmm-hmm!

**Babs Seed:** Especially if there's candy apples involved! _(The others give her puzzled looks.) _What? Those things are good.

(_The young crusader finds herself alone, all right—with the other five already on their way into the forest. She sighs resignedly and starts in after them, the camera tilting up to the stars._)

**Fictionary:** (_from o.s._) So… (_Tilt down._) …none of you have been in here before?

(_Stop on the six, making their way along with Fictionary now walking point._)

**Sweetie Belle:** (_shuddering_) Heavens, no! (_Slow pan through the untamed wild; she continues o.s._) Just look at it. It's dreadful! (_Cut to Apple Bloom._)

**Apple Bloom:** And it ain't natural.

(_Tilt down past the edge of the cliff on which they are walking. Solar Flare's mist swirls into view and permeates the exposed rock face._)

**Apple Bloom:** (_from o.s._) Folks say it don't work the same as Equestria.

**Fictionary:** (_from o.s._) What's that supposed to mean?

**Scootaloo:** (_ominously, emerging from shadow_) Nopony knows. You know why?

**Apple Bloom:** Scoots, quit it!

**Scootaloo:** 'Cause everypony who's ever come in has never…come…_out!_

(_By this point, she has advanced so far as to be face to face with Heartsong, Babs Seed, and Sweetie Belle, and she leaps up menacingly on the last word. The real scare, however, comes when the edge of the cliff crumbles away and takes all four non-winged ponies screaming with it. Heartsong and Scootaloo get airborne just in time._)

**Scootaloo:** Heartsong! Quick! (_She dives in._)

**Heartsong:** (_following_) Oh my goodness, oh my goodness!

(_As the others keep going down with the rockslide, Scootaloo hoists Babs clear and Heartsong swoops in and grabs Sweetie Belle. Apple Bloom stops herself by biting down on an exposed root, leaving Fictionary alone to skid toward the edge of a very long drop. She winds up with her hind legs dangling over the precipice; Apple Bloom sizes up the situation, then lets go of her root to slide along._)

**Apple Bloom:** Hold on! I'm a-comin'! (_Reaching the edge, she grabs Fictionary's forelegs in hers._)

**Fictionary:** Apple Bloom! What do I do?

(_Long, tense pause as Apple Bloom squeezes one eye shut from the strain on her muscles; she aims her open one skyward for a moment before turning both of them toward the hanging unicorn._)

**Apple Bloom:** Let go.

**Fictionary:** Are you crazy?!

**Apple Bloom:** No, I ain't. I promise you'll be safe.

**Fictionary:** That's not true!

**Apple Bloom:** Now listen here. What I'm sayin' to you is the honest truth. Let go, and you'll be safe.

(_Fictionary's popping eyes betray the fight between her panicked brain and the instinct telling her to trust the pony who is holding her at the edge of oblivion. Instinct finally wins this round, and she releases her grip and plunges screaming over the side—only to stop dead in midair with no warning. A longer shot of the hopelessly bewildered Fictionary reveals that Heartsong and Scootaloo have caught her._)

**Fictionary:** Phew.

**Heartsong: **You alright?

**Fictionary: **I think so. I didn't know you 2 were going to catch me.

(_Fictionary and the camera both focus on the cliff, where Apple Bloom is leaping down from one protruding ledge to another, so nimbly that she might be part mountain goat. Unnoticed by all, Solar Flare whisks away from the scene and pours herself into the silhouette of a hulking creature some distance away; it spreads bat wings and lashes out with a scorpion tail as a lion-like head roars. Snap to black._)

(_Fade in to all but Scootaloo walking through the forest._)

**Scootaloo:** (_from o.s., excitedly_) And once Babs Seed and Sweetie Belle were safe… (_flying to catch up_) …whoosh! Me and Heartsong looped the loop around, and wham! Caught you right in the nick of time.

(_She demonstrates the move while describing it and lands next to Fictionary on "wham!"_)

**Fictionary:** (_irritated_) Yes, Scootaloo, I was there. (_smiling a bit_) And I'm very grateful. But we gotta—

(_She stops with a gasp when the beast silhouette drops into view in front of the group; cut to a fully illuminated shot of it. Lion body, bat wings and ears, scorpion tail._)

**Fictionary:** (_from o.s._) A manticore! (_Roar; back to them._) We've gotta get past him!

(_On the end of this, zoom in on the hovering, worried Heartsong. The creature leaps at Sweetie Belle for a swipe of its paw, but she ducks and counters with a buck to the face that knocks it back._)

**Sweetie Belle:** Take that, you ruffian!

(_Its response is a full-volume roar directly into her face, leaving her mane a frizzed-out shambles due to the moisture in its breath._)

**Sweetie Belle:** My hair!

(_A low growl touches off a little cry from her and sends her into a retreat past Heartsong, who stands watching._)

**Heartsong:** Wait!

(_The manticore gives chase but stops suddenly due to Applejack having jumped onto its head._)

**Apple Bloom:** Yee-haa! (_It starts trying to buck her off._) Get along, little doggie!

**Heartsong:** Wait!

(_One last good heave sends the earth pony flying._)

**Apple Bloom:** Whooooaaa! (_tumbling past hovering Scootaloo_) All yours, partner.

**Scootaloo:** (_saluting_) I'm on it! (_She zooms past Heartsong._)

**Heartsong:** Wait!

(_In seconds, she has enveloped the foe in a striped twister similar to the Scootablow-Dry maneuver she used to dry Fictionary off in Part One. A lash of the scorpion tale knocks her out of it and sends her toward the trees with a yell._)

**Fictionary:** Scoots!

(_Slide to a stop, face first; now Fictionary braces herself with a snort, the manticore sets up for round four, and five ponies start into a charge. Sweetie Belle's mane has sorted itself out. From the sidelines, Heartsong throws herself in their path._)

**Heartsong:** WAAAIIIT!

(_As both sides stand down for the moment, she looks behind herself, then ahead, and walks toward the beast. It raises one meaty paw, ready to disembowel her on the spot; cut to the cringing other five._)

**Heartsong:** (_from o.s., tenderly_) Shhh, it's okay.

(_They peek nervously forward and catch sight of Heartsong sniffing at the paw not lifted for a strike. The manticore uncertainly un-clenches it to reveal a large thorn stuck in the pad._)

**Heartsong:** Oh, you poor, poor little baby.

**Scootaloo:** Little?!

**Heartsong:** Now this might hurt for just a second.

(_She eases her head toward the thorn; a sudden pluck, and the huge mouth lets go with a Force Ten roar at point-blank range._)

**Others:** (_Fictionary, Apple Bloom in view, others o.s._) HEARTSONG!

(_The yellow pegasus not only fails to get torn limb from limb, but is being cradled and licked by the suddenly pacified monster._)

**Heartsong:** (_giggling_) Aw, you're just a little old baby kitty, aren't you? Yes, you are. Yes, you are.

(_During this line, the other five shift from befuddled gapes to warm smiles, and move past the manticore without any trouble. Fictionary hangs back for a moment so Heartsong can catch up, her mane still swept up into a thick pink cowlick by its show of affection. Babs Seed trots near them.)_

**Fictionary:** How did you know about the thorn?

**Heartsong:** (_walking past and o.s._) I didn't. Sometimes we all just need to be shown a little kindness.

(_The unicorn ponders this for a second, smiles to herself, and follows. Quick pan to the discarded thorn, which begins to spin in place and turns into Solar Flare's cloud. This zooms on down the path._)

(_Wipe to the six ponies moving through yet another area of the forest. Heartsong's mane is back to normal. The squishing steps indicate that they have entered a boggy or swampy area._)

**Sweetie Belle:** (_shuddering_) My eyes need a rest from all this muck.

(_Within moments, the trees have thickened to the point that no light gets through them, leaving the screen completely blacked out. Snap to a dim view of the group._)

**Sweetie Belle:** Well, I didn't mean that literally. (_Ground level; Solar Flare snakes past the ponies._)

**Fictionary:** (_from o.s._) That ancient ruin could be right in front of our faces, and we wouldn't even know it!

(_The wisp wraps itself into a twisted old tree as a scramble of pony mutterings and complaints is heard from farther back for some seconds._)

**Apple Bloom:** (_from o.s._) Oh, wait. (_Cut to her._) I think I stepped in somethin'.

(_Heartsong screams, but Apple Bloom pays no mind and moves on, a bit exasperated._)

**Apple Bloom:** It's just mud.

(_And a gruesome face on the tree trunk before her, with a gaping, toothy maw formed from an opening in the bark and two glaring knothole eyes. Apple Bloom bolts with a yell while others stare wide-eyed at the leering, snarling visages that have suddenly appeared on all the trees around them. Screams rip the air as the view snaps to black._)

Act Two

(_Opening shot: fade in to an overhead view of five terrified ponies—all but Babs Seed. They scream for their lives, the camera cutting to ground level, but a peal of laughter from the o.s. pink pony stops them cold._)

**Others:** Huh?

(_Before them, Babs Seed is giggling at one of the horrid faces and saying random words.)_

**Babs Seed: **And then, I said 'Oatmeal?! Are you crazy?!' _(Laughing, the tree turns normal. To a new tree.) _And the joeys said 'No silly doctors jumping on the bed.' _(Laughing, the tree turns normal.)_

**Fictionary:** Babs Seed, what are you doing?! _Run!_

**_Light mandolin/bass/percussion melody, up-tempo 4 (D major)_**

**Babs Seed:** (_laughing_) Oh, girls, don't you see?

(_Zoom in on her as the light level increases somewhat and she marks time with her hooves to sing._)

**Babs Seed: **(Singing) When I was a little filly and the sun was going down

**Fictionary:** Tell me she's not.

**Babs Seed:** (Singing) The darkness and the shadows, they would always make me frown

**Sweetie Belle:** She is.

**Babs Seed:** (_bouncing up to them.) (Singing)_ I'd hide under my pillow from what I thought I saw  
But Granny Orange said that wasn't the way to deal with fears at all

**Scootaloo:** Then what is?

**Babs Seed:** :music: She said, "Babs Seed, you gotta stand up tall, learn to face your fears

(_trotting to a tree_)

You'll see that they can't hurt you, just laugh to make them disappear"

**_Music stops_**

Ha, ha, ha!

(_And with that, the face vanishes to leave an otherwise-normal twisted old tree before her. The others gasp in surprise and begin to laugh at the menacing apparitions, which also wink out; Fictionary gets a little push from Babs Seed to help her find the spirit._)

**_Music resumes; drums/synthesizer in_**

**Babs Seed:** (Singing) So giggle at the ghostly, guffaw at the grossly  
Crack up at the creepy, whoop it up with the weepy  
Chortle at the kooky, snortle at the spooky

**_Music gradually stops_**

(_rapid fire)_ And tell that big dumb scary face to take a hike and leave you alone  
And if he thinks he can scare you then he's got another think coming  
And the very idea of such a thing just makes you wanna…

(_One more bout of the giggles._)

**_Music resumes_**

(_The remaining faces disappear as she holds out the last note._)

Laugh

**_Song ends_**

(_She flops onto her back next to Fictionary for a good long one, the camera zooming out to frame the others doing likewise. Normal visibility has been fully restored. Dissolve to a patch of bushes; she hops cheerfully out and leads a crew of giggling equines to the bank of a raging river. Here they come to a very surprised stop, each pony skidding into the rump of the one in front of her. The other five poke their heads out from behind Babs Seed for a good look at the broad torrent._)

**Babs Seed:** How are we gonna cross _this?_ (_Distant moaning and wailing._) Huh?

(_Taking cover in a clump of bushes, they see a long, purple, scaly tail thrashing about. Pan several dozen yards along the river, passing coil after coil of snakelike body, until the head comes into view—this thing is an immense serpent with skinny arms and long, dark blond hair, moustache, and eyebrows. The right half of the moustache has been raggedly cut or ripped off. It speaks in an effeminate male voice._)

**Serpent:** What a world! What a world!

**Fictionary:** Excuse me, sir. Why are you crying?

**Serpent:** Well, I don't know. I was just sitting here, minding my own business, when this tacky little cloud of purple smoke just whisked past me and tore half of my beloved moustache clean off!

(_He leans in to show them the damage on the end of this line, the camera zooming in to accentuate it for good measure._)

**Serpent:** And now, I look simply _horrid!_

(_He flops full length into the river, soaking all the ponies, and launches into a fresh hissy fit. Assorted groans._)

**Scootaloo:** Oh, gimme a break.

**Apple Bloom:** _That's_ what all the fuss is about? (_Sweetie Belle shoulders her way past them._)

**Sweetie Belle:** Why, of course it is! How _can _you be so insensitive? (_baby talk_) Oh, just look at him.

(_As she continues in her normal tone, cut to the dumbstruck others—now dry again—then back to her stroking the serpent's snout. She too has dried out by this point._)

**Sweetie Belle:** Such lovely luminescent scales.

**Serpent:** (_sniffling_) I know! (_Tilt up to the hair._)

**Sweetie Belle:** (_from o.s._) And your expertly coiffed mane. (_He stands up._)

**Serpent:** (_patting it down_) Oh, I know, I know! (_Back to Sweetie Belle._)

**Sweetie Belle:** Your _fabulous_ manicure.

**Serpent:** (_gasping_) It's so true!

**Sweetie Belle:** All ruined without your beautiful moustache.

**Serpent:** (_sobbing_) It's true, I'm hideous! (_Cut to Sweetie Belle and zoom in on her narrowed eyes._)

**Sweetie Belle:** (_resolutely_) I simply cannot let such a crime against fabulosity go uncorrected!

(_In a longer shot, she whips her head forward, clamping her teeth around one of the creature's scales so she can yank it loose._)

**Serpent:** Ow! What did you do that for?

(_She lifts the scale's razor-sharp point toward the sky. Cut to Twilight, Applejack, and Pinkie._)

**Fictionary:** Sweetie Belle, what are you—

(_All six eyes pop at the sound of a slash, and the serpent goes over in a dead faint. The next shot shows the target of Sweetie Belle's strike—her own tail, of which only a ragged nub remains. Zoom out as she tosses the scale aside and uses her horn to levitate the cut swath; the curly purple and pink hair attaches itself to the ruined half of the serpent's moustache. He comes to and straightens up with a jubilant laugh._)

**Serpent:** My mustache! How wonderful!

**Sweetie Belle:** You look amazing.

**Fictionary:** Oh, Sweetie Belle, your beautiful tail!

**Sweetie Belle:** (_turning to face the others_) Oh…it's fine, my dear. Short tails are in this season. Besides, it'll grow back.

(_Fictionary smiles gently, having grasped the sacrifice Sweetie Belle made to keep this mission going._)

**Scootaloo:** (_softly, to Fictionay_) So would the moustache.

(_Fictionary looks ahead and gasps happily; the river has completely calmed down now that the serpent has been pacified._)

**Fictionary:** (_wading into it_) We can cross now! Let's go!

(_The water is barely up to her knees and hocks, but she yells and is nearly thrown off when a coil of the serpent's body suddenly rises beneath her. A longer shot reveals that he is using himself as a line of stepping stones._)

**Serpent:** (_as all cross_) Allow me!

(_Dissolve to the group on dry land, Fictionary again leading the advance. She looks ahead._)

**Fictionary:** There it is!

(_Cut to "it"—a tumbled ruin of a castle that stands in a small clearing just ahead—and zoom out. It is situated on the far side of a mist-choked abyss, with the posts of a collapsed bridge still embedded in the ground on both sides. This is the Castle of the Royal Pony Sisters, referred to by Fictionary during her research in Act One._)

**Fictionary:** (_from o.s._) The ruin that holds the Elements of Harmony. We made it!

(_Back to the group; she is first to put her hooves in high gear._)

**Apple Bloom:** (_as others follow_) Fictionary! Wait for us!

**Fictionary:** We're almost there!

(_Not watching the road, she loses her balance and slides halfway over the edge with a yelp, scrabbling at the broken bridge that hangs from these posts. Scootaloo drags her back by the tail._)

**Scootaloo:** What's with you and falling off cliffs today? (_All eye the broad gap; Babs gasps._)

**Babs Seed:** Now what?

**Scootaloo:** Duh! (_She gives her wings a twitch to drive the point home and lifts off._)

**Babs Seed:** Oh, yeah!

(_The orange pegasus gets clear of the ground and dives into the mist, only to emerge a moment later with the snapped bridge ropes in her teeth. As she hauls them up onto the far end and gets one of them tied down, an echoing female voice causes her to stop short._)

**Voice:** Scoots… (_She drops the other rope with a gasp; Shimmering Flame's cloud drifts up from below._)

**Scootaloo:** Who's there?

**Voice:** Scoots… (_The mist starts to thicken around her._)

**Scootaloo:** (_punching at air_) I ain't scared of you! Show yourself!

**Voice:** We've been eagerly awaiting the arrival of the best flyer in Equestria.

**Scootaloo:** Who?

**Voice:** Why, you, of course.

**Scootaloo:** (_eagerly_) Really? (_catching herself_) I mean…oh, yeah! Me! Hey, uh, you wouldn't mind telling the Wonderbolts that, would you? 'Cause I've been trying to get into that group for, like, _ever!_

**Voice:** No, Scootaloo. We want you to join _us_.

(_The silhouettes of three pegasi appear within the murk, galloping toward her with uncanny speed. They skid to a stop, resolving into two orange-maned stallions and a red-maned mare, all wearing full-body jumpsuits and yellow goggles similar to those used by the Wonderbolts. However, the bodies are yellow and the heads/hooves black, with blue lightning bolts marking the boundaries. Each outfit displays an emblem consisting of a winged pony skull where a cutie mark would normally appear. The mare speaks in the voice just heard, but without the echo. Her coat and wings are light yellow, while those of the stallions are a darker shade._)

**Mare:** The Lightingbolts! (_Cut between her and the puzzled Rainbow as she continues._) We are the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria. (_leaning in close_) But first…we need a captain.

(_The young daredevil's eyes go wide, a big smile creasing her face, as the speaker flies slow circles around her._)

**Mare:** The most magnificent…

**Scootaloo:** Yep.

**Mare:** …swiftest…

**Scootaloo:** Yes.

**Mare:** …bravest flyer in all the land. (_Close-up of Scootaloo._)

**Scootaloo:** Yes. (_laughing_) It's all true.

**Mare:** (_from o.s._) We need… (_leaning to whisper in her ear_) …you.

**Scootaloo:** (_leaping up_) Woo-hoo! Sign me up! (_moving to get the loose rope_) Just let me tie this bridge real quick, and then we have a deal.

(_The Lightingbolt mare zips across to stop her, with a far more menacing tone._)

**Mare:** NO! It's them or us! (_Scootaloo recoils slightly._)

**Fictionary:** (_from o.s._) Scoots!

(_Cut to the other five on their end._)

**Fictionary:** What's taking so long? (_softly_) Oh, no. (_Her perspective of the four at the far end; she raises her voice._) Scootaloo!

(_The mare's eyes blaze yellow behind her goggles, causing the visibility to drop to zero in a lot less than ten seconds flat._)

**Fictionary:** (_muffled_) Don't listen to them!

(_The little grey cells under the striped mane work overtime as the camera cuts to a close-up of Scootaloo and zooms in slowly._)

**Mare:** (_from o.s._) Well? (_Long pause._)

**Scootaloo:** You. (_The mare smiles broadly; Scootaloo leans toward her._) Thank you…for the offer, I mean.

(_And with that, she whips back to the bridge and ties off the other rope, leaving three very surprised Lightningbolts to gape after her._)

**Scootaloo:** But I'm afraid I have to say no.

(_One last malevolent glare, and the pegasi disappear in three puffs of blue-violet smoke that come together and slink away. At the other end, Scootaloo flies across the repaired bridge as the fog dissipates to the sound of the others' cheering; all six head across, with her flying to lead the way._)

**Scootaloo:** (_to Fictionary_) See? I'd never leave my friends hanging.

(_After this fifth demonstration, the unicorn has a lot less trouble understanding the point. The group approaches the front entrance of the ruined castle; dissolve to an overhead view of them in the main hall just inside. Before them is an apparatus consisting of six round stone tablets mounted at the ends of radial shafts, with a larger orb at the center; the entire rig is heavily overgrown with moss and vines The three tablets facing the camera each have a gem-shaped carving that stands out in relief on the surface. Overall, this setup bears a resemblance to the framework that held the Elements of Harmony, as seen in the Part One prologue._)

**Apple Bloom:** Whoa…come on, Fictionary. (_Close-up, panning across the group._) Isn't this what you've been waitin' for?

(_Cut to a slow pan across the device, seen from the ponies' side. The tablets here also have gem reliefs._)

**Fictionary:** (_from o.s._) The Elements of Harmony. We've found them!

(_Heartsong and Scootaloo fly up and take one tablet each, lowering them to the floor._)

**Fictionary:** Careful…careful…

**Babs Seed:** One, two, three, four…there's only five. (_Heartsong brings down the last one._)

**Scootaloo:** Where's the sixth?

**Fictionary:** (_kneeling, then sitting on her belly_) The book said, "When the five are present, a spark will cause the sixth Element to be revealed."

**Apple Bloom:** What in the hay is that supposed to mean?

**Fictionary:** I'm not sure, but I have an idea. Stand back. (_Zoom in as they do so._) I don't know what will happen.

(_She squeezes her eyes shut and brings her horn's powers to bear._)

**Apple Bloom:** (_leading the others away_) Come on now, y'all. She needs to concentrate.

(_Solar Flare slips into the chamber, unseen by all, and gradually envelops the five stone rounds before her. As the young mage steps up her efforts, the mist forms a whirlwind that lifts the tablets off the floor. When she opens her eyes, she cuts her powers off with a cry upon seeing the cyclone; cut to the others, who have left the castle and retreated to the bridge._)

**Others:** FICTIONARY!

(_Inside, the tornado grows in size and power, reaching nearly to what remains of the ceiling._)

**Fictionary:** The Elements!

(_She dives into the storm, which shrinks away to nothing and takes her with it just as the others return to the scene. Confused, fearful reactions all around. Zoom out slowly and snap to black._)

Act Three

(_Opening shot: fade in to a close-up of Apple Bloom, standing pat as the others race to and fro around her._)

**Apple Bloom:** Fictionary! Where are you?

**Sweetie Belle:** (_from o.s._) Look!

(_Quick pan to her, gazing intently out a window at a tower in another part of the castle. White light pours from all the windows._)

**Apple Bloom:** Come on!

(_Twelve hooves and four wings redline it out the door. In another part of the castle, a ball of brilliant light appears on the floor and explodes in a blast of smoke; when it clears, Fictionary is seen huddled and coughing in the middle of this chamber. This is the location Sweetie Belle spotted from the window. When Fictionary gets her head and lungs clear, she looks up and utters one wide-eyed gasp; across the room, Solar Flare armored form stands on a crumbling dais, chuckling nastily as the five Element tablets float in the grip of her mane and tail. Her hooves, obscured by the balcony railing in all earlier shots, can now be seen to be protected by orange shoes that reach up to cover most of the front lower portion of each leg._)

(_Lightning cracks out, another gasp, and Fictionary lowers her head and paws the ground to work up steam for a charge. Shimmering Flame has now set the Elements down._)

**Solar Flare:** You're kidding. You're kidding, right?

(_Apparently not; Fictionary barrels straight toward the dais, her horn firing up as she goes. Solar Flare starts into her own charge, but an instant before the two can collide, Fictionary disappears with a flash. Shimmering Flame skids to a stop and takes a puzzled look around, only to see Fictionary re-materialize on the dais. Evidently she has the ability to teleport, but her woozy moan indicates that it takes a lot out of her. She quickly comes to and dips her head toward the Elements._)

**Fictionary:** Just one spark. (_Horn blazes._) Come on, come on…

(_The five stones begin to glow as well, surprising Solar Flare no end; she becomes a tornado and whips herself onto the dais as well. The magic kicks back hard on Fictionary, throwing her across the floor._)

**Solar Flare:** No! No!

(_Fictionary smiles, knowing she has the upper hand—and then the Elements' lights go out. She gasps in pure shock._)

**Fictionary:** But…where's the sixth Element?

(_Cut to Solar Flare, now laughing full throttle, on the end of this. One mighty rear and stomp of the metal-shod forelegs causes the stones to shatter into gravel as Fictionary stares helplessly._)

**Solar Flare:** You little foal! Thinking you could defeat _me?_ Now you will never see your Princess—or your moon! The day will last forever!

(_Her mane and tail become a swirling mass above her head as she laughs again. The look of utter defeat in Fictionary's eyes changes to bewilderment when she hears the muffled voices of her five friends coming from the general direction of a stairway that leads up into this room. Their shadows appear on the walls in due time; zoom in on the stunned pupils and pink irises, which narrow almost to points and then widen to block out nearly all the whites. She voices a deep gasp, and a tiny flicker of light plays across the center of each gigantic black pupil—something has just hit her right where it counts._)

(_Now, with all her old confidence restored, she turns to address Solar Flare over her shoulder._)

**Fictionary:** You think you can destroy the Elements of Harmony just like that? Well, you're wrong—because the spirits of the Elements of Harmony are _right here!_

(_On the last word, zoom out to frame the other five ranged around her. The stone shards at Solar Flare's hooves begin to glow and float free of the ground._)

**Solar Flare:** What?

**Fictionary:** Apple Bloom…

(_Quick pan to a flashback: the pair at the cliff._)

**Fictionary:** (_voice over_) …who reassured me when I was in doubt, represents the spirit of honesty!

(_Flash to Apple Bloom in the chamber; several bits start to circle around her. Pan to Fictionary._)

**Fictionary:** Heartsong…

(_Quick pan to a flashback: the manticore licks Heartsong after having the thorn pulled out._)

**Fictionary:** (_voice over_) …who tamed the manticore with her compassion, represents the spirit of kindness!

(_Flash to Heartsong; shards start to orbit her as well._)

**Fictionary:** (_from o.s._) Babs Seed… (_Pan across her._) …who banished fear…

(_Quick pan to flashback: Babs Seed making fun of the twisted tree faces._)

**Fictionary:** (_voice over_) …by giggling in the face of danger, represents the spirit of laughter!

(_Flash to Babs Seed, grinning as pieces gravitate to her, then tilt quickly up to Fictionary and into a flashback: Sweetie Belle giving her tail to the serpent._)

**Fictionary:** (_voice over_) Sweetie Belle, who calmed a sorrowful serpent with a meaningful gift, represents the spirit of generosity!

(_Flash to her, eyeing the fragments that now circle her. Fictionary crosses the screen, the view changing behind her to a flashback at the chasm: Scootaloo declining the Lightningbolts' offer and securing the bridge._)

**Fictionary:** And Scootaloo, who could not abandon her friends… (_now o.s.; voice over_) …for her own heart's desire, represents the spirit of loyalty!

(_Flash to Scootaloo, who has the last pieces spinning around her now, and zoom out to frame all six on the start of the next line._)

**Fictionary:** The spirits of these five ponies got us through every challenge you threw at us!

**Solar Flare:** You still don't have the sixth Element! The spark didn't work!

**Fictionary:** But it did. A different kind of spark. (_turning to the others; cut to them and pan as she continues_) I felt it the very moment I realised how happy I was to hear you— (_now o.s._) —to see you. How much I cared about you. The spark ignited inside _me_… (_Back to her, eyes tearing up._) …when I realized that you all… (_turning to face Solar Flare_) …_are my friends!_

(_Shafts of intense white light pierce the gloom from above, coming from a sixth stone tablet that has materialized overhead. It bears its own gem relief and descends to stop above Fictionary's head; Solar Flare is the only one to shield her eyes. Back to it, tilting down to Fictionary._)

**Fictionary:** You see, Solar Flare, when those Elements are ignited by the…the spark that resides in the heart of us all…. (_Cut to the suddenly scared Solar Flare; she continues o.s._) …it creates the sixth Element. (_Back to the group._) The Element of magic!

(_The light from the floating Element flares out to encompass all six, and the stone bits around all but Fictionary's form into gold necklaces, each set with a jewel in the shape of its wearer's cutie mark: pink heart with music note, blue seed, purple music note with 3 small hearts, orange apple with green flower, red flamed lightning bolt. As for the light blue unicorn, the unbroken Element becomes a gold tiara on her head, studded with small blue jewels and topped by a large one shaped like the book and pencil in her own mark, this was purple. Two rainbow-striped shafts of light, one red/orange/yellow and the other green/blue/violet, emerge from the group as a double helix and shoot toward the ceiling before joining into a single broad ribbon that swoops down on Shimmering Flame._)

**Solar Flare:** NOOOOO! (_The light spirals around her._) NOOOOO!

(_It concentrates into an impossibly small twister as she screams again. Fictionary's five companions float serenely in the white light, "standing" on their hind legs with their cutie-mark jewels glowing. She opens her eyes to reveal that they have also begun to glow white. One last flare from these fills the screen, then fades away to give a long overhead shot of the six lying sprawled on the floor. They start to come around gradually._)

**Scootaloo:** (_groaning_) My head! (_Cut to Apple Bloom._)

**Apple Bloom:** Everypony okay?

**Sweetie Belle:** (_from o.s._) Oh, thank goodness! (_She and Heartsong are up; her tail has grown back._)

**Heartsong:** Why, Sweetie Belle, it's so lovely.

**Sweetie Belle:** (_waving tail_) I know! I'll never part with it again!

**Heartsong:** No, your necklace. (_Close-up of it; she continues o.s._) It looks just like your cutie mark.

**Sweetie Belle:** Uh?...ooh… (_She notices._) So does yours!

(_Heartsong gasps happily at it, and the others begin to take notice of their new adornments._)

**Babs Seed:** (_Bouncing over to Apple Bloom_) Look at mine, look at mine!

**Scootaloo:** Aw, yeah!

(_Pan to a close-up of Fictionary, who looks up at the tiara perched behind her horn._)

**Apple Bloom:** (_from o.s._) Gee, Fictionary. (_Cut to the others._) I thought you were just spoutin' a lot of hooey. (_Zoom out to frame Apple Bloom also._) But I reckon we really do represent the elements of friendship.

(_A new light washes across the left side of the screen, as a gentle female voice speaks up—the same voice that narrated the Shimmering Flame legend in the prologue of Part One._)

**Narrator:** Indeed you do.

(_The moon begins to rise over the hills beyond the cracked window; from it, a flash of light separates and floats slowly through the glass. It settles to the floor in front of the group and disappears with one last flare. In its place stands a tall, Dark blue alicorn mare whose impossibly long, sparkly mane and tail are coloured Moderate sapphire blue with a grayish persian blue aura surrounding, they wave gently as if a breeze were blowing past. She wears a deep, dark blue tiara, necklace, and silver shoes; the necklace is set with a crescent moon on it. All but Fictionary kneel silently before her; the last stays upright with a happy gasp._)

**Fictionary:** Princess Luna!

(_She dashes over to the window, where the two nuzzle each other affectionately. This shot is close enough to show that Luna's eyes are a Moderate cyan colour. She stands roughly twice as tall as a typical pony, and her overall body proportions are closer to those of a typical horse than to the other ponies. Her mane has shifted to cover one eye, an appearance that will be maintained in future episodes except for occasional head-on views._)

**Luna:** Fictionary Van Filly, my faithful student. I knew you could do it.

**Fictionary:** But…you told me it was all an old pony tale.

**Luna:** I told you that you needed to make some friends—nothing more.

(_Cut to a slow pan across the other five as they stand up again._)

**Luna:** (_from o.s._) I saw the signs of Solar Flame's return, and I knew it was you who had the magic inside to defeat her. (_To Fictionary, who starts to understand it all._) But you could not unleash it until you let true friendship into your heart. (_She shares a look with the other five._) Now if only another will as well.

(_All look worriedly across the room; cut to the far end, strewn with the smoking remains of Solar Flame's orange armor. A short pan reveals a second alicorn mare lying insensate amid the debris. This one is considerably smaller than Luna, with a white coat with a slightest ting of pink and a Pale heliotrope mane and tail, and has the same sun cutie mark as Celestia. Yellow shoes cover her hooves._)

**Luna:** (_from o.s._) Princess Celestia.

(_This one wakes up with a gasp, revealing eyes the same shade of lightish grey magenta as Solar Flare, but without the catlike pupil shape. She lifts her head as Luna crosses to her; now a small tiara the same colour as her shoes is visible behind her horn. Luna's cutie mark can now be seen— a crescent moon on a dark blue background—when she sits on her belly to face Princess Luna during the following line._)

**Luna:** It has been a thousand years since I have seen you like this. Time to put our differences behind us. We were meant to rule together, little sister.

**Fictionary, Scootaloo:** Sister?

(_At the very least, Fictionary has made the connection—Luna and Celestia were the two sisters in the legend, before the younger went bad._)

**Luna:** (_standing_) Will you accept my friendship?

(_Celestia turns her face away as the suspense starts to get the better of Fictionary and company; they lean in expectantly, Babs Seed going a little too far._)

**Babs Seed:** (_toppling to floor_) Whoa!

(_Celestia makes her move, standing upright and nuzzling against Twilight Sparkle's chest as tears run from both sisters' eyes. She is slightly more than half as tall as Luna, and her scared, quavering voice sounds closer to those of the six ponies who have just undone her Solar Flare transformation. The armored chest plate has been replaced by a sun necklace in the same colour as her crown. Her proportions resemble those of a scaled-down horse._)

**Celestia:** I'm so sorry! I missed you so much, big sister.

**Luna:** I've missed you too.

(_A nose is heard being blown o.s.; quick pan to the source—Babs Seed, who has produced a handkerchief and is sobbing profusely into it. Suddenly, she remembers and perks up._)

**Babs Seed:** Hey! You know what this calls for?

(_Quick pan to a stretch of Ponyville meadowland, fully decked out for a shindig. She pops up in the foreground, no longer wearing her necklace._)

**Babs Seed:** A party!

(_Confetti and streamers rain down as she and many other cheering locals race through the meadow. A team of pegasus guards pulls a chariot bearing Luna and Celestia—on the ground, rather than in the air. The wheels have a sunburst design worked into the spokes and a crescent moon on the axle hub._)

(_Spines and Vincent bull their way through the crowd to give Fictionary the biggest hug they can manage, given how small they are in comparison, and all make obeisance to the sisters once they leave the chariot. The six core members have removed their jewellery. Luna smiles gently, while Celestia seems a bit uneasy before the crowd and two pegasus fillies fly up to place a wreath of red and white roses around her neck. She directs an uncertain, slightly teary-eyed little smile at Luna, not entirely understanding how these complete strangers could forgive her but accepting it all the same._)

(_Pan from them to Fictionary, now standing at a short distance and looking very downcast._)

**Luna:** (_from o.s._) Why so glum, my faithful student? (_Longer shot, framing both._) Are you not happy that your quest is complete and you can return to your studies in Canterlot?

**Fictionary:** That's just it. (_Slow pan across the saddened others and Spines and Vincent; she continues o.s._) Just when I learn how wonderful it is to have friends, I have to leave them. (_Back to the pair._)

**Vincent: **Yeah. Truth be told, I don't wanna leave either.

**Luna:** Spines, take a note, please.

(_Cut to the little guy, standing between Apple Bloom and Heartsong with quill and scroll in hand. The two ponies have begun to smile again, and he starts to write._)

**Luna:** (_from o.s., dictating_) "I, Princess Luna…" (_Back to her and Fictionary; zoom out slowly._) "…hereby decree that the unicorn Fictionary Van Filly shall take on a new mission for Equestria."

(_The others brighten considerably when the camera shifts back to them and pans across the line._)

**Luna:** (_from o.s._) "She must continue to study the magic of friendship." (_Cut to Fictionary._) "She must report to me her findings from her new home in Ponyville."

(_The uncomprehending look on said unicorn's face gives way to a grateful smile as the other five and Vincent mob her, shouting congratulations; the young colt hugging Fictionary._)

**Fictionary:** Oh, thank you, Princess Luna! I'll study harder than ever before!

**Vincent: **Alright! This should be a fun experience for us all!

(_Cheers all around as confetti and streamers rain down. Dissolve to a long shot of Ponyville and zoom out.)_

**Babs Seed: **Isn't this exciting? Are you excited cause I'm excited I've never been so excited, well, except for the time that I went 'EEP!' but I mean really-

_(Cut to black.)_


	3. Boomer Bombed

Prologue

(_Opening shot: fade in to a stretch of park land on the outskirts of Ponyville during the day. Pan away from a small stream._)

**Babs Seed:** (_from o.s., excitedly_) Hoof-biting action overload! She was like a stunt superstar—

(_Stop on a fountain, next to which she is jumping up and down, and a bench, on which Fictionary Van Filly has settled down on her belly to read a book. Vincent was also there, staring at Scootaloo's flying tricks._)

**Babs Seed:** —flying higher and higher, and then Scootaloo swooped down, swoosh! (_She zips o.s., then hops back._) And right before she hit the ground, shoom! (_floating, then landing on hooves_) She pulled up! Vroom!

**Fictionary:** (_paying no attention_) Uh-huh.

**Babs Seed:** And then she looped around and around, like woo-woo-woo-woo-woo-woo-woo!

(_She mimics the action with her head, eventually becoming so dizzy that she collapses to the ground._)

**Fictionary:** Uh-huh.

(_The orange earth pony has wound up on her back, giving her a good view of Scootaloo soaring overhead; she bounds up and races after the orange flyer._)

**Fictionary:** Phew!

**Vincent: **My goodness. She's got a lot of energy.

(_Fictionary flips a page, using her teeth rather than magic, and keeps reading. Vincent rolls his eyes and gets to drawing. Cut to Scootaloo in flight._)

**Babs Seed:** (_from o.s._) Oh, Scootaloo!

(_Her eyes pop as she notices Babs Seed trotting along the park trail below, and she voices an annoyed little groan._)

**Scootaloo:** Babs Seed? Not again!

(_She comes up with a burst of speed that prompts the earthbound admirer to follow suit._)

**Babs Seed:** Scootaloo!

**Scootaloo:** Not now, Babs Seed! (_More speed; Babs Seed matches her._)

**Babs Seed:** But—but, Scootaloo!

**Scootaloo:** I'm in the middle of something!

**Babs Seed:** But—

**Scootaloo:** I said, not now!

(_Her mid-air wind sprint ends very suddenly when she plows face first into a sheer rock wall. Zoom out to expose it as part of a very tall cliff, from which she slides down after sticking to it for a moment. She winds up in a heap, in front of Babs Seed._)

**Babs Seed:** I was gonna tell you to look out for that mountain.

(_A groan of mixed pain and frustration from Scootaloo. Fade to black._)

OPENING THEME

Act One

(_Opening shot: fade in to an overhead view of the town square pavilion. Zoom in slowly as Babs Seed crosses the open area, humming to herself, then cut to a close-up and tilt up into the sky. Here, Scootaloo is napping on a cloud; the humming wakes her up, so she stuffs a wad of cloud into each ear—but even this is not enough to block out the sound. Down below, Babs Seed stops to address three ponies at a produce cart._)

**Babs Seed:** Hi! I'm looking for Scootaloo. Have you seen her?

(_Scootaloo snaps bolt upright in a panic upon hearing this, the clouds falling away from her ears, and starts burrowing in to hide herself._)

**Babs Seed:** (_from o.s._) Hi there! Have you seen Scootaloo?...Okay, thanks anyway. (_Ground level; she finds Fictionary outside a bookshop with Vincent._) Fictionary, Vincent! Have you seen Scootaloo anywhere?

**Fictionary:** (_pointing up_) Isn't she right up there?

(_Tilt quickly up to the cloud, from which only Scootaloo's rear half now protrudes vertically._)

**Babs Seed:** (_from o.s., singsong_) Scootaloo!

(_Up comes the striped mane, a wisp of cloud adhering to it over a truly freaked-out face. She looks one way, then another, and takes off with enough speed to pulverize the rest of the cloud. Babs Seed, completely unfazed, begins hopping along the road after her at a leisurely pace. Scootaloo streaks through the sky, punching holes in several clouds and buzzing over Sweet Apple Acres, and takes cover behind one corner of the barn. A peek around it shows the coast to be clear._)

**Scootaloo:** Phew! That was close.

(_Or maybe not, as seen when the turns to leave and finds the orange wacko standing right in front of her._)

**Babs Seed:** Hi!

(_That one word is enough to get Scootaloo flying again with a scream; this time, she rockets through the orchard, blowing a few apples loose—and here comes the equine pogo stick again. Scootaloo makes a break for it through Ponyville proper and plunges into the tree branches of the library. This shot reveals the entire structure, including one top-floor detail not yet seen: the observatory platform attached to the highest limb is outfitted with a telescope._)

(_After a quick peek through the leaves, Scootaloo begins to catch her breath and relax—only to find a moment later that she is actually sitting on Babs Seed's head._)

**Babs Seed:** Hi again!

(_Another yell and high-speed bug-out, this one ranging over meadowlands and up a distant hill, and once again Babs Seed takes her time following. High overhead, the unstrung pegasus tiptoes away from a cloud she had used as a hideout and descends to the shore of a small lake. All clear on land, but the water is a different story; up pops a magenta-maned pink head sporting a diving mask and a snorkel. Surfacing a bit farther to expose "floaties" and swim fins on her forelegs, Babs Seed spits out the snorkel and props the mask on her forehead._)

**Babs Seed:** I need a favor, Scootaloo.

(_The escapee lets off a cry and rises into the air for her fourth flyaway, but stops herself._)

**Scootaloo:** (_resignedly_) Oh, forget it. (_She flops down._)

**Babs Seed:** I _totally_ promise, it'll be _totally_ fun!

**Scootaloo:** (_sighing_) Okay.

(_Dissolve to the uppermost portion of the pavilion, with Scootaloo adjusting the position of a nearby cloud. Two pink hooves extend into view from above and below, framing the effort—this is Babs Seed's perspective, and the camera cuts to her after a moment. She works her hooves around through several angles, squinching her eyes as well; Scootaloo makes adjustments as she calls them out. Babs Seed has dried out and disposed of her swimming gear._)

**Babs Seed:** Over to the right!...No, no, a little to the left!...Oh, wait! Back to the right!

(_Close-up of Scootaloo, whose patience is starting to wear thin; she tweaks the cloud right a bit._)

**Babs Seed:** (_from o.s._) Now, a little leftish while staying rightly.

(_The assistant does her best to follow this one._)

**Babs Seed:** (_from o.s._) Stop! (_Back to her._) Hmmm…maybe a few inches to the south!

(_The roof of the pavilion again._)

**Babs Seed:** (_from o.s._) Now a couple of centimeters north! (_Rainbow drags the cloud into view._) Okay, one more smidge-a-meter to the—

**Scootaloo:** _BABS SEED!_ (_Long shot of the pair._)

**Babs Seed:** Uh, I mean, perfect! Now, wait for my signal.

(_The cloud has ended up almost exactly above the front doors. Babs Seed peeks through a window; inside, Spines is collecting an armload of scrolls from a cubbyhole rack and humming the original My Little Pony theme. He exits the pavilion, whereupon Babs Seed throws a quick gesture skyward. Scootaloo gives the cloud a swift buck, causing a sudden flash of lightning that frightens Spines into dropping his scrolls. As Babs Seed leans intently toward him, he stands stock-still for a moment and then begins to hiccup. Scootaloo smiles and Babs Seed laughs as the cloud brings the former down to the ground. Spines' next three lines are punctuated by hiccups._)

**Babs Seed:** Oh, Scootaloo, we startled Spines into getting the hiccups! (_Scootaloo and Spines laugh as well._)

**Spines:** Good one, Babs Seed! (_Cut to her; he continues o.s._) You're always pulling a fast one on me.

(_He picks up one of the scrolls, but hiccups a lick of fire over it and yelps in surprise. It vanishes in a wisp of sparkling pink smoke—he has just sent a message to Princess Luna by mistake._)

**Babs Seed:** Oh, no! You're not hurt, are you?

**Spines:** Nah. Don't be silly. Dragons are fireproof.

(_Quick pan to Luna, studying a document on a worktable in the bedchamber of her palace in Canterlot. A few books and scrolls lie on the floor, a low round bed stands behind her, and a fire is burning in the fireplace. The scroll Spines sent materializes and drops to the floor, surprising her considerably. Back to the pavilion._)

**Babs Seed:** Oh…okay. Good.

(_She and Scootaloo trade a smile and start laughing fit to burst, while Spines has rounded up several other scrolls. Another incendiary hiccup burns the lot and leaves him staring haplessly after the inadvertent mass mailing._)

**Spines:** I wish the same thing were true of scrolls.

(_Quick pan to Luna, who now has the first scroll open before her and is not sure what to make of it. She is promptly pelted by all the others at once; in Ponyville, the two tricksters yuk it up as Spines goes after the last few. As soon as he grabs one, it falls victim to a hiccup._)

**Babs Seed:** Have you ever seen anything more hilarious? (_She falls back laughing._)

**Scootaloo:** (_smiling wickedly_) I can think of one thing.

(_Which is to kick the cloud for another lightning flash that scares a yelp out of Babs Seed and leaves her with the hiccups as well. She starts alternating between these and giggles, and her next line is broken up by the former._)

**Scootaloo:** I didn't take you for a prankster, Babs Seed. (_She flies down; Pinkie has stood up._)

**Babs Seed:** Are you kidding? I love to pull pranks! It's all in good fun, and Babs Seed _looooves_ to have fun!

**Scootaloo:** You know, Babs Seed, you're not as annoying as I thought. You want to hang out?

**Babs Seed:** (_zipping all about_) That'd be—I'd really—when do—I mean—when would you— (_Scootaloo stops her with a hoof over the mouth._)

**Scootaloo:** A simple nod will do.

**Babs Seed:** (_nodding_) Mmm-hmm.

(_Rainbow lowers her hoof so the two conspirators can smile at each other. Dissolve to the upper reaches of a structure whose roof is styled as a giant, multicolored court jester's cap, complete with bells. Tilt down to ground level; the hanging sign, of a laughing pony's head in jester attire and an "arrow through the head" gag, marks this as a joke/novelty shop. Babs Seed and Scootaloo exit with full baskets in their teeth. From here, cut to a close-up of the doorbell next to the Carousel Boutique's door; Babs Seed reaches into view to press it. The bell sounds as two phrases of the classic "Westminster Quarters" clock chime pattern. The next two lines are delivered in hushed tones._)

**Scootaloo:** (_from o.s._) Is she even home?

(_Long shot; she and Babs Seed are hiding behind bushes a short distance away, having left something on the doorstep._)

**Babs Seed:** I don't know. This is gonna be gold! (_Top half of door opens, exposing Sweetie Belle as both snicker._) There she is!

(_They drop out of sight, and Sweetie Belle looks off to one side before noticing what is on the step._)

**Sweetie Belle:** Hmmm!

(_In close-up, she sniffs at it—a bouquet of flowers—and comes up with a smudge of something on her nostrils. She begins to sneeze uncontrollably and throws a puzzled glance off toward the o.s. jokers' giggling; quick pan to the pair, now clear of the bushes. Scootaloo has a can balanced on her hoof, and a zoom on the picture label reveals it as sneezing powder. As Sweetie Belle glares toward them, Scootaloo drops the can and gallops off, with the effect of causing Babs Seed to sneeze herself o.s. as well when she gets a snootful. Sweetie Belle smiles at the comeuppance._)

(_A sheet of paper is unrolled over the scene by Fictionary; zoom out to show it as a scroll on a stand in the library's reading room, with a quill and inkwell nearby. She has set up some flasks and test tubes on the central table, and she levitates one of these and the quill to do a report. The quill rapidly jots down several lines, which vanish from the page as soon as she turns away to mix some of her chemicals, which start to bubble. When she turns back, the sight of the blank paper causes her eyes to pop slightly._)

**Fictionary:** Hmm?

(_She eyes the mixture, now fuming, then the page—and from behind her come a flash, a few puffs of smoke, and the sounds of exploding chemicals and breaking glass. As she eyes the inkwell suspiciously, she catches the pair's laughter; outside, Scootaloo is holding up a bottle of disappearing ink, which they sneaked into the library. The snookered young story writer throws an "okay, you got me" smile through the window as Babs Seed and Scootaloo laugh themselves silly and Scootaloo drops the bottle._)

(_Dissolve to a long shot of Sweet Apple Acres, zooming in slowly, then cut to Apple Bloom as she begins to pull a cart out of the barn. The front wheels are barely halfway out before she stops with a sharp, shocked gasp; ahead of her is a tree whose apples look like multicolored Easter eggs. A pan across the orchard reveals that every tree in sight has been similarly affected._)

**Apple Bloom:** (_from o.s._) Land sakes!

(_Back to her; she hears the orange goofball laughing and looks confusedly off to each side. Babs Seed and Scootaloo are nearby, each with a painter's palette hooked over one hoof and a just-used brush in her teeth. They share a laugh before bailing out due to their own handiwork being thrown at them by one angry blonde pony. One apple lands in a full water barrel, in which Apple Bloom reflection appears as the paint washes away to leave the fruit undamaged. Realizing the joke they have played, Apple Bloom chuckles to herself._)

(_Dissolve to Heartsong at a stream bend, watching several jumping fish and a few other water-dwellers that gather at the bank. In a close-up pan, one of them can be seen to be an obvious decoy of a turtle, with a long tube attached to its rear and trailing back across the stream. It squeaks a bit, and the camera follows the tube to where it disappears over a hill on the opposite bank. A telescope is extended up from behind; on the far side, Scootaloo watches the scene through this while Babs Seed jumps up and down. A rubber bulb in her teeth, attached to the other end of the tube, provides the noise._)

**Babs Seed:** Is someone over there? Who are we gonna squirt? Who are we gonna squirt?

**Scootaloo:** (_snickering_) Heartsong.

**Babs Seed:** Alright. This is a harmless one, so, we should be good. _(She speezes the bulb in her teeth and it squirts Heartsong.)_

_(Heartsong was surprised, jumped and was soaking wet. When she realised what happened, she quickly laughed it off.)_

**Heartsong: **Ok, good one, girls!

**Scootaloo:** Thanks, Heartsong! (_Back to her. Turns to Babs Seed._) Huh. I wonder who we can prank next?

(_She has not noticed Babs Seed's struggle to contain a laugh, and now she puts her eye back to the scope for a moment. When she backs off again, a turn of the head tells all: her left eye has a ring of ink around it, left by the scope's eyepiece._)

**Scootaloo:** So, who's it gonna be?

**Babs Seed:** Oh! (_giggling_) I've got someone in mind—the toughest around.

**Scootaloo:** Oh, awesome! (_looking around_) Who, who? Do I know them?

(_Close-up of the water at the bank; Babs Seed's reflection pops into view, pointing._)

**Babs Seed:** (_giggling_) Oh, yes. (_Scootaloo's appears alongside._) You're very close.

(_After the victim notices her eye, both have a good laugh over the double-cross._)

**Scootaloo:** Good one, Babs Seed!

(_She puts her hoof out for a high five, then yanks it back twice when Babs Seed tries to slap it. Another laugh, and the the 2 gallop off.)_

(_Dissolve to a stretch of land outside Ponyville proper, near Sweet Apple Acres. It is now sunrise of the following morning. Babs Seed trots along, wearing a pair of joke glasses with a big red nose and droopy moustache attached and blowing on a noisemaker. She is also wearing the classic "arrow through the head" over her mane. When she skids to a stop, the camera zooms out to frame her looking up at a house built of clouds and rainbows, sporting a number of Greek-style columns and floating at a very low altitude. A stream of the variegated light spills over the edge as a waterfall._)

**Babs Seed:** Rise and shine, Scootaloo! (_Close-up of the door; she continues o.s._) It's a brand new day, and we got a lot of pranking to—

(_The head that pokes out is not Scootaloo's, but that of another, deeper orange pony with a green mane. His eyes are deep yellow, one of which aims itself toward ground level in a puzzled and slightly hostile glare._)

**Babs Seed:** Ooh! (_Scootaloo peeks out from the roof, the ink ring gone from her eye._)

**Scootaloo:** Mornin', Bab! (_She drops to ground level and addresses herself upward._) Boomer, this is my gal pal Babs Seed.

(_Boomer descends with a shrill cry, revealing himself as a pegasus—tail matching mane colour and a cutie mark of a storm cloud. All of Babs' joke items drop to the ground when she gets a good look at the creature, whose female voice and body language practically scream "too hip for the room."_)

**Boomer:** Hey, what's up?

**Scootaloo:** Babs Seed, this is my friend Boomer.

**Babs Seed:** Nice to meet you.

(_Cut to Boomer, who spreads her wings in a crouch and jumps toward the camera._)

**Boomer:** (_from o.s._) You as well. (_Cut to frame all three._)

**Scootaloo:** (_throwing wing around Scootaloo's shoulders_) I'm really glad you came today, Babs. Boomer's a cool guy.

(_After a playful snarl, he and Scootaloo laugh and chatter while trading their particular version of a secret handshake, as the orange earth pony stares with some bewilderment._)

**Scootaloo:** Boomer's my best friend from my days at Junior Speedster Flight Camp. (_to Boomer_) Hey, remember the chant?

**Boomer:** Sh'yah. They made us recite it every morning. I'll never get that lame thing out of my head.

**Scootaloo:** Sooo…?

(_The colt meets her big smile with an unenthusiastic little groan._)

**Boomer:** Only for you, Scoots.

(_Both rise into the air to do the choreography for the chant—no points for guessing which one would rather be doing anything else._)

**Scootaloo,** **Boomer:** Junior Speedsters are our lives,

Sky-bound soars and daring dives.

(_landing_) Junior Speedsters, it's our quest

To someday be the very best!

(_Babs Seed's response is to laugh and stomp one hoof on the ground, prompting both Speedster alumni to turn their heads away in embarrassment for a moment._)

**Babs Seed:** Oh, that was awesome! And it gave me a great idea for a prank!

(_She shoves her head into the pile of novelties to put them all back in place._)

**Babs Seed:** Boomer, you game?

**Boomer:** Huh. Well, I groove on a good prank as much as the next pony. (_elbowing Scootaloo, spreading wings_) But, Scoots, you promised me we'd get a flying session in this morning. (_She lifts off._)

**Scootaloo:** Yeah, uh, well…Babs Seed, you don't mind, do you? (_hovering_) Boomer just got here. We'll catch up with you later.

**Babs Seed:** Oh! Um…well, sure, no problem. Have fun, you guys! (_as they zoom off_) I'll, uh, just catch up with you…

(_She sighs dejectedly and sits back on her haunches._)

**Babs Seed:** …later.

(_The noisemaker in her mouth sounds off weakly. Snap to black._)

Act Two

(_Opening shot: fade in to a street in Ponyville, with clear sky overhead. Scootaloo flies across, doing a loop-the-loop, and Boomer follows and overtakes the pegasus on a straight run. As Scootaloo accelerates, the colt takes a breather on a cloud, only to get bowled over when Scootaloo plows into her. Both laugh and straighten up._)

**Boomer:** Whoa! That was sweet, just like old times.

**Scootaloo:** Yeah, only faster! (_They bump hoofs._) So now what?

(_Babs Seed's head pops up between them, just in time for their second attempted bump to tap both sides of it. She has put away her joke wearables._)

**Babs Seed:** Hey there! (_She drops out of sight._)

**Scootaloo, Boomer: **Huh? (_Up again._)

**Babs Seed:** It's later! (_Down, then up._) And I caught up!

(_A ground-level shot reveals that she is bouncing on a trampoline to reach the cloud._)

**Scootaloo:** (_grinning_) Babs Seed, you are so random!

**Boomer:** (_pointing_) Hey, Scoots, think you got enough gas left to beat me to that cloud?

**Scootaloo:** A race? (_as both go into a crouch_) You are so on!

**Boomer:** One, two, three, go!

(_They take off, leaving the pink earth pony to find herself alone on the next bounce._)

**Babs Seed:** Hey!

(_Tilt up quickly to another cloud; the racers punch up through it at nearly the same instant and stop in midair._)

**Scootaloo:** I win!

**Boomer:** As if! I won, dude!

**Scootaloo:** No way! And by the way, you're a dude, I'm a dudette.

**Boomer:** Yes way. And that doesn't matter

**Scootaloo:** Oh, come on! I was way ahead of you!

**Boomer:** I don't think so.

**Scootaloo:** Oh, geez, dream on!

**Boomer:** Remember back at camp? I—

**Scootaloo:** There is no way you beat me!

**Boomer:** Whatever.

(_They are so absorbed in the argument that they do not notice Babs Seed floating up behind them, thanks to the huge bunch of balloons tied around her midsection. Her words catch both off guard._)

**Babs Seed:** Wow, guys, that was really close! (_to Boomer_) But I think Scootaloo beat you by a teeny-weeny, itty-bitty hair—or a teeny-weeny, itty-bitty feather.

**Scootaloo:** Hah! See? Good thing Babs Seed's here to keep you honest, B.

(_On the end of this line, cut to a close-up of Boomer, who shoots her a rather nasty look before recovering his composure._)

**Boomer:** Okay, Scoots! (_pointing up_) Last one to that cloud up there is a gnarly dragon egg. Go!

(_They take off in a burst of cloud vapor; when it clears, Boomer is right where she started, having doubled back for a private talk with Babs Seed. His voice takes on a decidedly nasty edge._)

**Boomer:** I think the high altitude is making you dizzy.

(_He starts popping one balloon after another with a pin in one of his hooves; eventually Babs Seed begins to sink and she flies off._)

**Babs Seed:** Wait! Guys!

(_Scootaloo reaches the cloud and looks around for Boomer, who arrives a moment later. The quiet is broken by the growing sound of chugging machinery and Babs Seed's voice._)

**Babs Seed:** (_from o.s._) Wow! You guys almost got away from me that time!

(_Longer shot. A jerry-built, pedal-powered helicopter is keeping her aloft now. Boomer throws an irritated glance her way, then turns to Scootaloo._)

**Boomer:** So, Scoots, got any new moves in your trick-tionary, or are you one hundred percent old-school?

**Scootaloo:** New moves? (_hovering off _cloud) Hah. Sit back, B. (_flying o.s._) This is gonna take a while.

(_After she has gone, the griffon turns back to the interloper._)

**Boomer:** Hey, Babs. (_beckoning_) Come here. (_Babs Seed maneuvers in._)

**Babs Seed:** Yeah?

(_Boomer flies up and grabs the rotor shaft so she can get in the unnerved pilot's face._)

**Boomer:** Don't you know how to take "get lost" for an answer? Boomer doesn't need to hang with a dweeb like you now that I'm around. You're dorkin' up the sky, Bad Seed, so make like a bee and BUZZ OFF!

(_Letting go of the shaft, she seizes the rotor itself to stop it cold and start the whole body spinning instead. Panicked yells from the whirling orange blur in the driver's seat; when Boomer lets go, the whole rig veers crazily back and forth and spirals down toward the fields._)

**Scootaloo:** (_returning to cloud_) Try matching _that!_...Hey! Where's Babs Seed and her crazy contraption?

**Boomer:** Eh, she left. Something about being as busy as a bee.

(_Down on the ground, Babs Seed and her machine have wiped out hard. Once she gets her wits about her, she stands up among the wreckage._)

**Babs Seed:** Hmph!

(_Dissolve to the exterior of the library._)

**Fictionary:** (_from inside_) So, Babs Seed…

(_Cut to her, looking over a book in the reading room. She flips pages with her magic._)

**Fictionary:** …are you sure that this friend of Boomer is really so mean? (_Babs Seed comes up._)

**Babs Seed:** Um, yeah! (_pacing_) She keeps stealing Scootaloo away, she popped my balloons, and she told me to buzz off! I've never met a pony this mean!

(_Longer shot; Spines sits on the stairs, reading. Vincent is painting a picture of the story that Spines is reading._)

**Babs Seed:** None have been as mean and grumpy as Boomer!

**Fictionary:** You know what I think, Babs Seed?

**Babs Seed: **Hmm?

**Fictionary:** Well, I think…you're jealous.

**Babs Seed:** Jealous?!

**Spines:** Green with envy…

**Vincent: **Well, in your case, orange with envy.

**Fictionary:** Well, yes, jealous. Listen, Babs. I don't want to upset you— (_Pan slowly to a crushed Babs, putting her o.s._) —but just because Scootaloo has another friend doesn't make Boomer a grump. I mean, perhaps it's you, Babs— (_Longer shot, framing both._) —who needs to improve _her_ attitude.

(_This idea seems to sit very badly in the brain under the curly two-toned pink mane._)

**Babs Seed:** Improve _my_ attitude? (_stammering_) But I—but it's Boomer that—are you seri—

(_She gives up on the discussion with a frustrated yell and stalks out, slamming the library door hard enough to shake the whole building. Fictionary sighs as she, Vincent and Spines trade a very worried glance._)

(_Cut to Babs Seed, walking through the park and thinking very hard._)

**Babs Seed:** Maybe Fictionary is right. Maybe Boomer isn't a big mean grumpy mean meanie-pants. Maybe _I'm_ just a big jealous judgmental jealous jealousy-pants. (_Sigh._)

(_Dissolve to a profile close-up of the down-in-the-dumps pony as she sips an ice cream soda, then zoom out to frame her standing at a table outside Sugarcube Corner. The sound of an overhead flight and two unmistakable laughing voices causes her to nearly upset both the table and her drink._)

**Boomer:** (_from o.s._) That was sweet!

**Scootaloo:** (_from o.s._) Ugh. (_Zoom out quickly; she and Boomer fly among the rooftops._) I gotta take care of a few weather jobs around here. Shouldn't take long. (_They land._) Just, uh, hang out in town and I'll come find you.

**Boomer:** That's cool, I guess. I'm gonna go chow down.

**Scootaloo:** Later!

(_After she has flown away, Boomer runs an eye over the scene and notices a produce cart at which Granny Smith is checking out ears of corn. Zoom in on this; Boomer's tail pops up from the display, prompting a terrified scream from the old mare._)

**Granny:** A rattler! A rattler! Run for the hills! Everybody run, save yourselves!

(_She flees as quickly as her creaky joints will allow—that is, not very—and Boomer puts his head up behind the display to see her handiwork. The pegasus in charge of the cart gives him a puzzled look._)

**Boomer:** (_walking o.s._) This stuff ain't fresh, dude. (_Babs, at her table, has seen the whole thing._)

**Babs Seed:** Aw, poor Granny Smith! She didn't know it was a joke. How mean!...No, no. I can't misjudge him. (_Cut to Boomer passing the cart; she continues o.s._) It _was _kind of a funny prank…I guess?

(_A look back and forth, and she filches an apple using her tail without being noticed; one fast chomp disposes of the evidence as she continues on. Back to Babs Seed, who gasps angrily._)

**Babs Seed:** I _did _misjudge him! He's not only a meanie mean-pants, He's also a thief!...No, no, no, no, no. He might give it back. (_Zoom out slightly._) It's just a joke.

(_Heartsong backs across the view in front of her, her eyes fixed on a family of ducks she is escorting down the street._)

**Heartsong:** All right, little ones. This way, this way. Mama Duck, you're free and clear. _(She starts to quietly vocalise and the ducklings really seem to like this.)_

(_She does not notice Boomer's approach from the opposite direction until her rump collides with the green mane._)

**Boomer:** Hey!

**Heartsong:** Please excuse me.

**Boomer:** I'm walkin' here!

**Heartsong:** (_backing up, scared_) Oh…um…I'm sorry…I-I-I was just trying to— (_Cut to Boomer on the end of this._)

**Boomer:** (_mimicking Heartsong tone_) "I'm sorry, I'm sorry!" (_viciously, advancing; ducks scatter_) Why don't you just watch where you're going, doofus?

**Heartsong:** But…b-b-but…I…I…

(_The griffon sucks in a double lungful of air and lets it out as a deafening roar directly into the meek pegasus' face. Dead silence except for a sheep's bleat, which gives way to Heartsong's sobbing as she flees the scene first on hooves and then by wings. Babs Seed sees it all, including Boomer's run up to make sure she is gone._)

**Boomer:** Ugh! Please. All these lame ponies are driving me buggy. I gotta bail. (_He flies off._)

**Babs Seed:** He's a grump _and_ a thief _and_ a bully! The meanest kind of mean meanie-pants there is! I can take it, but no one treats Heartsong like that—_no one!_ This calls for extreme measures…

(_Zoom in to an extreme close-up as a fierce smile crosses her face._)

**Babs Seed:** …Babs Seed style!

(_Snap to black._)

Act Three

(_Opening shot: fade in to an extreme close-up of Babs, still sporting that same fierce smile. It softens after a moment, and the camera zooms out to show her now standing just inside the front door of Sugarcube Corner, where a full-on shindig is in progress on the shop floor. A pony enters._)

**Babs Seed:** Welcome! Welcome! Welcome! (_Pan to Apple Bloom and Sweetie Belle at the other side of the room._)

**Apple Bloom:** Who's this Boomer I've heard nothin' about?

**Sweetie Belle:** I hear he's an old friend of Rainbow Dash. One of the top flyer's too. It's uncommon to find a pony with that type of talent.

(_They walk off on the end of this, revealing Fictionary, Vincent and Heartsong behind them._)

**Fictionary:** You've met Boomer, right? What's he like?

**Heartsong:** Oh…um, well…I'll tell you later, Fictionary. (_She approaches Babs Seed as more guests arrive._)

**Babs Seed:** (_to guests_) Welcome! Welcome!

**Heartsong:** Um, Babs Seed, about this party for Boomer—um, do you really think it's a good idea? I mean—

**Babs Seed:** Don't worry your pretty little head about mean old Boomer. (_knocking her on the head_) Your auntie Babs Seed's got it all taken care of.

(_She does not notice that her response has left Heartsong rather vexed, and she turns back toward the door without bothering to hear the next line._)

**Heartsong:** I'm a year older than you.

**Babs Seed:** (_now o.s._) Boomer! (_Quick pan to him just inside; Babs Seed jumps over._) I'm so honored to throw you one of my signature Babs Seed parties! (_holding out hoof to shake_) And I really, truly, sincerely hope you feel welcome here amongst all us Ponyville folk.

(_She ends this line with a big grin as Boomer reluctantly shakes. What follows is a full-body electric shock that sends the griffon tottering to the floor—and puts an even bigger grin on the orange pony's face. A turn of the hoof reveals a joy buzzer attached to it; she laughs over the stunt as Boomer gets upright with a scowl. Scootaloo's laughter is heard from o.s., and she trots over to the pair._)

**Scootaloo:** Oh, Babs Seed! The old hoof-shake buzzer! You are a scream! (_Boomer forces a smile._)

**Boomer:** Yeah. (_Chuckle._) Uh, good one, Babs Seed.

**Scootaloo:** (_trotting off_) Come on, B. I'll introduce you to some of my other friends.

**Boomer:** Right behind you, Scoots! (_to Babs Seed, menacingly_) I know what you're up to.

**Babs Seed:** (_still smiling_) Great!

**Boomer:** (_exasperated groan_) I know what you're planning!

**Babs Seed:** (_giggling_) Well, I hope so. This wasn't supposed to be a surprise party.

**Boomer:** I mean, I've got my eye on you. (_Babs Seed leans directly into her face._)

**Babs Seed:** And _I_ got my eye on _you_.

(_She bulges her eyes out comically on this line, then backs off o.s. to leave one rather bemused bad boy standing alone._)

**Babs Seed:** (_from o.s._) Everyone… (_Cut to her amid the crowd._) …I'd like you all to meet Boomer— (_Back to Boomer; she continues o.s._) —a long-time, dear friend of Rainbow Dash. (_hugging her_) Let's honor her and welcome him to Ponyville.

(_She zips away; Boomer shoots a hairy eyeball after her, but quickly trades it in for a smile as the other guests cheer and Scootaloo throws a hoof around her shoulders._)

**Babs Seed:** Please help yourself.

(_Close-up of a bowl of candy, with Boomer standing behind._)

**Boomer:** Vanilla lemon drops! (_Zoom out._) Don't mind if I do.

(_Tossing one into her mouth, she instantly squinches her entire face up in pain as steam sings out in her head and sweat sprays from her face. She promptly lets go with a fiery belch that would give Spike a run for his money. Babs Seed picks up a stick in her teeth so she can roast the marshmallow impaled on it in the flames before they die down._)

**Boomer:** HOT!

**Scootaloo:** B! The punch!

(_Boomer races past; extreme close-up of a full glass as he grabs it, then of his tight-shut eye as he gulps hastily. Liquid is heard running, but when his eye opens in surprise, the camera zooms out to show that the punch is in fact leaking out of a hole in the glass. Laughter from o.s._)

**Boomer:** Huh? (_Overhead shot; several onlookers are getting their yuks in._)

**Babs Seed:** Well, what do you know? Pepper in the vanilla lemon drops, and the punch served in a dribble glass!

**Scootaloo:** (_chuckling_) Priceless. Priceless!

(_She laughs as Boomer zips across the room and successfully downs another glass, gasping for breath._)

**Boomer:** (_sarcastically_) Yeah. Hilarious.

**Scootaloo:** (_from o.s._) Hey, B! (_Cut to her by a table stacked with gifts._) Look! Presents!

(_Greed brings the griffon over in a trice. She grabs one and pulls its ribbon with her mouth, only to have a mass of toy snakes pop out in her face—the old "snake can" trick, which leaves him dazed and disheveled. More laughter._)

**Apple Bloom:** (_to Sweetie Belle_) Spittin' snakes! (_laughing_) Somepony pulled that prank on me last month.

**Boomer:** Ha, ha. I bet I know who _that_ was. (_Quick pan to Babs Seed._)

**Babs Seed:** You do?

(_Dissolve to another area of the room, where Heartsong has a group of birds lined up on a ledge and is directing them in a song. Pan across the lively gathering, then cut to Babs Seed at a cake loaded with lit candles._)

**Babs Seed:** Cake time, everypony!

(_Zoom out; she is pushing the cake on a wheeled platform to the center of the floor. Spines is now seen among the guests._)

**Spines:** Hey! Can I blow out the candles?

**Fictionary:** Why don't we let Gilda blow out the candles, Spines? She _is_ the guest of honor, after all.

**Vincent: **That's a fair point, sis.

(_Boomer flashes over, elbowing Spines away. Her feathers are back in order._)

**Boomer:** Exactly!

(_She takes a deep breath, blows out all the candles—and then is greatly perplexed to see them all relight themselves. Another try leaves her slightly winded and earns a round of laughs when the wicks blaze back up. Several more attempts get the same result._)

**Vincent:** (_laughing_) Relighting birthday candles! I love that prank!

**Spines: **_(laughing) _What a classic!

**Babs Seed:** Now I wonder who could've done that?

**Boomer:** (_very snarky_) Yeah. I wonder.

(_The sound of Spines' o.s. gobbling draws his attention; at ground level, he has tunneled so far into the cake that his tail disappears into the hole._)

**Spines:** (_muffled by cake_) Who cares? This cake is amazing!

(_He pops out through the top on the end of this, scattering frosting and candles everywhere._)

**Fictionary:** Spines!

**Spines:** What? It's great! Try some.

(_This bit of gluttony starts to work Boomer's last good nerve as Scootaloo comes over._)

**Scootaloo:** Hey, B, you're not upset about some silly candles, are you? (_Boomer composes himself._)

**Boomer:** No way, Scoots. Like I said, I'm down with a good prank.

**Scootaloo:** (_zipping to cake_) Come on, then. Let's have some cake.

(_The jerk's mood goes sour again and does not improve when Babs Seed starts chomping into the cake. A pair of hooves wraps itself around his neck and drags him behind for an uncomfortably close sidebar._)

**Boomer:** Hey, I'm watching you like a hawk.

**Babs Seed:** Why? Can't you watch me like a pony?

**Apple Bloom:** (_from o.s._) Hey, y'all! _Both pop up, grinning broadly._) It's Pin the Tail on the Pony!

(_Overhead view of the group; she is near the door, a paper pony tail lies before her, and a drawing of the tailless animal is tacked up on the wall._)

**Apple Bloom:** Let's play!

**Sweetie Belle:** Oh, my favourite game! Can I go first? Can I have the purple tail? (_Boomer leaps over and snatches it up._)

**Boomer:** Well, _I_ am the guest of honor, and _I'll_ have the purple tail. (_Cut to Babs Seed, Vincent and Spines._)

**Babs Seed:** Yeah! Boomer should definitely go first. (_Spines produces a blindfold and walks over._) Let's get you blindfolded.

**Boomer:** (_from o.s._) Hey!

(_Back to her; Spike ties the cloth over her eyes and jumps off her back._)

**Gilda:** What are you doing?

(_A snarl; Pinkie grabs hold and gives a heave that sets her spinning, then backs out of view._)

**Babs Seed:** (_from o.s._) We're spinning you around and around, and then you can pin the tail on the pony.

(_On the second half of this, cut to the picture. Back to Babs Seed, now guiding Boomer toward it._)

**Babs Seed:** Now just walk straight ahead and pin the tail.

**Boomer:** (_mockingly_) "Now just walk straight ahead and pin the tail." (_normal voice; snort_) Yeah, right. This is another prank, isn't it? (_walking away from wall_) I'm going _this_ way.

**Babs Seed:** Wait! The poster is this—

(_One hoofed foot comes down in a splotch of frosting to send her skidding and yelling across the room, straight through the batwing doors leading into the kitchen. The resulting crash shakes the entire bakery, and as clouds of flour puff out, she emerges a weary, bleary wreck, smeared with cake and various other sweet stuff; The blindfold is off, and the tail hangs across her nose like a moustache._)

**Babs Seed:** (_from o.s._) Uh, Boomer? You pinned the tail on the wrong end.

(_The ensuing round of laughter is the very last straw for the luckless pony, who throws off all the gunk with a bellowing roar and hovers above the crowd._)

**Boomer:** This is your idea of a good time? I've never met a lamer bunch of dweebs in all my life! And Babs Seed…_you!_ (_pointing in Babs' face, then leaning to her_) You are Queen Lame-o with your weak little party pranks! Did you really think you could make me lose my cool? (_sliding to Scootaloo_) Well, Scoots and I have ten times as much cool as the rest of you put together! (_Scootaloo's face hardens._) Come on, Scoots. (_walking to door_) We're bailing on this pathetic scene.

(_The pegasus does not stir a hoof even as her old friend stops at the door._)

**Boomer:** Come on, Scootaloo! I said, we're leaving!

(_Not a single face is smiling anymore, even Babs._)

**Scootaloo:** You know, Boomer, _I_ was the one who set up all those "weak" pranks at this party. (_Direct hit._)

**Boomer:** _What?!_

**Babs Seed:** Ooh!

**Scootaloo:** So I guess _I'm_ Queen Lame-o.

**Boomer:** Come on, Scoots! You're joshing me!

**Scootaloo:** They weren't all meant for you specifically. It was just dumb luck that you set them all off.

**Babs Seed:** (_smiling, to Spines_) I shoulda known! That dribble cup had Scootaloo written all over it.

**Boomer:** No way! I-It was Babs Seed! She set up this party to trip me up, to make a fool of me!

**Babs Seed:** (_surprised_) Me? I threw this party to improve your attitude. (_turning her head until her face is upside down_) I thought a good party might turn that frown upside down.

**Scootaloo:** And you sure didn't need any help making a fool of yourself. You know, this is not how I thought my _old_ friends would treat my _new_ friends. If being cool is all you care about… (_Close-up of Boomer; zoom in as she continues o.s._) …maybe you should go find some new cool friends someplace else.

(_The recipient of this tongue lashing snarls to herself and spreads her wings._)

**Boomer:** Yeah? Well…you…you…you are such an…a flip-flop! Cool one minute and lame the next. (_walking out_) When _you_ decide not to be lame anymore, give me a call.

(_The door slams and her shrill cry is heard to mark her departure._)

**Scootaloo:** _Not_ cool.

**Spines:** Wow. Talk about a party-pooper. (_General murmurs of agreement._)

**Scootaloo:** I'm sorry, everypony, for bringing Gilda here. I didn't know how rude she was. And, Babs Seed, I'm _really_ sorry she ruined that awesome party you put on for her.

**Babs Seed:** (_smiling_) Hey, if you want to hang out with party-poopers, that's your business.

**Scootaloo:** I'd rather hang out with you. (_holding out hoof to shake_) No hard feelings?

**Babs Seed:** No hard feelings.

(_When they shake, both of them get a jolt that starts the whole crowd laughing—and they join in, turning over their hooves to reveal a joy buzzer on each._)

**Fictionary:** Hey, Babs. Sorry I accused you of misjudging Boomer. Looks like I'm the one who misjudged you. (_Babs Seed puts a foreleg around her shoulders._)

**Babs Seed:** It's okay, Fictionary. Even you can't be a super-smart smarty smart-pants all the time. (_to the crowd, rearing/jumping excitedly_) Come on, everypony! There's still a whole lotta party to finish!

(_Laughter and cheers as the camera cuts to a close-up and zoom in on Fictionary, who smiles thoughtfully._)

**Fictionary:** (_voice over, dictating_) "Dearest Princess Luna: …" (_Slow pan through the party._) "Today I learned that it's hard to accept when somepony you like wants to spend time with somepony who's not so nice."

(_Dissolve to Luna's bedchamber, near the fireplace, and pan toward her bed. A wisp of smoke flows in through an air vent and forms into a scroll, which unrolls in midair to reveal both Fictionary's message and a bottle of ink. These settle down to float in front of Luna, who is sitting atop the bed on her belly._)

**Fictionary:** (_voice over_) "Though it's impossible to control who your friends hang out with, it _is _possible to control your own behavior. Just continue to be a good friend. In the end, the difference between a false friend and one who is true will surely come to light."

(_The scroll rolls up and floats away, and a blank one takes its place as a quill floats over._)

**Fictionary:** (_voice over_) "Your faithful student, Fictionary Van Filly." (_It dips in the ink and starts writing._)

**Luna:** (_voice over_) "Dear Fictionary Van Filly, my most faithful student: …"

(_A close-up of the parchment reveals that the writing is quickly fading away. Zoom in on the bottle, whose label peels off to expose it as the same disappearing ink that Babs and Scoots used on Fictionary earlier._)

**Luna:** (_from o.s._) Oh! (_Laugh; cut to frame her._) Wrong ink.

(_She sighs contentedly and chuckles, levitating another inkwell over to herself and starting the letter again. Zoom out slowly and fade to black._)


	4. Boast Busters

Prologue

(_Opening shot: fade in to a close-up of Spines in the library. He is concentrating intently on something just o.s., and a mirror leans against the wall behind him._)

**Spines:** Come on, Fictionary. You can do it! (_Cut to Fictionary Van Filly nearby._)

**Fictionary:** Okay. Here goes.

(_She squeezes her eyes shut and fires up her horn; as its glow builds, the radiance also starts to emerge around Spike's nose and chin. In one quick pop, he has grown a bushy black mustache. This shot frames the top of the library staircase, indicating that they are in her upper-story room._)

**Spines:** Ha-ha! You did it!

(_He turns to a checklist set up on an easel and ticks off an entry._)

**Spines:** Growing magic. That's number twenty-five. Twenty-five different types of tricks, and counting.

(_Back to Fictionary on the end of this; she allows herself an embarrassed little smile and blush. Now the macho dragon looks himself over in the mirror._)

**Spines:** And I think this is the best trick so far. Hel-_lo_, Sweetie Belle! (_eyes pop; stroking __moustache_) What's that? Aw, it's nothin', just my awesome moustache. (_Chuckle._)

_(Vincent walking in.)_

**Vincent: **Hey, guys. What's going on?

**Spines: **Got a new moustache to impress Sweetie Belle with.

**Vincent: **Oh! We're talking of her again? _(Chuckles) _Very, very funny.

**Fictionary:** Sorry, Romeo. As attractive and enticing as you look, it's just for practice and it's gotta go. (_Horn warms up on the end of this._)

**Spines:** Wait!

(_Hands over the facial hair do nothing to stop the magic from erasing it._)

**Spines:** Aw, rats.

(_Fictionary and Vincent laugh softly. Fade to black._)

OPENING THEME

Act One

(_Opening shot: fade in to Fictionary, Vincent and Spines walking down a busy Ponyville street during the day. Close-up of her during the following._)

**Spines:** Twenty-five, Twilight. Twenty-five different kinds of tricks, and counting. (_Frame both again._) I thought unicorns were only supposed to have a little magic that matches their special talents.

**Fictionary:** True, for ponies whose talents are for things like cooking or singing or math. But what if one of a unicorn's talents _is_ magic?

**Spines:** Like you, Fictionary. And you know a _ton_ of magic.

**Fictionary:** (_laughing_) Oh, Spines, stop. I'm sure there are lots of ponies right here in Ponyville that know just as much magic as me.

**Spines:** (_as the trio stop_) Are you kiddin'? I don't think there's another unicorn in all of Equestria with your kind of ability, Fictionary.

**Vincent: **I have to agree. A unicorn with that raw ability would be tough to find. You should be proud, sis.

(_Cut to two young unicorn colts in full gallop. Both have pale, light grayish olive coats, moderate red with white striped mane and tail, and moderate pistachio eyes. One has a piece of an apple for their cutie mark, while the other has almost a whole apple. These two are Flim and Flam, respectively.)_

**Flam:** Gangway! (_Cut to Fictionary, Vincent and Spines; he continues o.s._) Comin' through!

(_The two barrel past with enough speed to blow Fictionary's and Vincent's manes/tails sideways, while Spines finds himself being bulldozed along on Flim's head._)

**Spines:** Flim! Flam! What's going on? (_They skid to a stop, throwing him clear._)

**Flam:** What, haven't you heard?

**Spines:** (_from o.s._) Whoa! (_Crash._)

**Flam:** There is a new unicorn in town!

(_Now Flim chimes in, bouncing on his hooves.)_

**Flim:** Yeah! They say that she's got more magical powers than any other unicorn ever!

(_On the end of this, cut to Fictionary and Vincent approaching the pair. Spines also walks up, rubbing his head._)

**Fictionary:** Really?

**Spines:** Aw, no way. That honor goes to Fictionary here. (_Cut to her on the end of this; she smiles and blushes._)

**Fictionary:** Where is this unicorn?

**Flam:** Oh, she's in the town square. Come on! (_He gallops off._)

**Flim:** Yeah! Come on!

**Vincent: **I suppose there's no harm in taking a look.

(_Flim follows with an excited yell, and Fictionary, Vincent and Spines race after him a moment later. Wipe to a long shot of a wagon trailer that has been set up in front of the town square pavilion, presenting its side to the sizable crowd gathered before it. A female voice rings out over the scene, sounding very dramatic and over the top, as Fictionary, Vincent and Spines make their way to the front. Apple Bloom, Scootaloo, and Sweetie Belle are up here, but Heartsong and Babs Seed are absent._)

**Voice:** Come one, come all! Come and witness the amazing magic of the Great and Powerful Firelock!

(_During this line, the trailer reconfigures itself as follows. One, the side wall flips down to become a stage backed by a dark orange curtain, and two wings fold out to extend its length. Two, the ends swing out, exposing three brass horns mounted on each. Three, the roof pops up and several bits of overhead scenery extend over the stage: rocket, planet and stars, spiral, stars and magic wand. Zoom in on the stage as a blast of glittering amber smoke goes off; when it clears, a bright orange mare stands smiling at the crowd. Her mane and tail are two tone red, and she wears a red-tangerine wizard's hat and cape covered with stars. The cape is secured at the throat by a large, light yellow jewel brooch. Her eyes are a vivid shade of green, and her cutie mark is a flame with some stars flying around them, revealed when her cape blows backward. Firelock has just made her grand arrival, prompting awed murmurs from the crowd._)

**Firelock:** Watch in awe as the Great and Powerful Firelock performs the most spectacular feats of magic ever witnessed by pony eyes!

(_Fireworks erupt from the stage, but Sweetie Belle is far from impressed._)

**Sweetie Belle:** My, my, my. What boasting.

**Spines:** Come on. Nopony's as magical as Fic…

(_He nearly has a fit upon realizing that he is speaking to the pony he wanted to impress with his moustache earlier._)

**Spines:** Fic…Fic…oh! (_blushing a bit, clearing throat_) H-Hey, Sweetie Belle, I, uh…moustache! (_He runs off in a panic; Fictionary takes his place._)

**Fictionary:** There's nothing wrong with being talented, is there?

**Apple Bloom:** Nothin' at all… (_eyeing Firelock as she conjures up flowers_) …'ceptin' when someone goes around showin' it off like a school-filly with fancy new ribbons!

**Sweetie Belle:** Just because one has the ability to perform lots of magic does not make one better than the rest of us.

(_During this line, pan to Fictionary, who hunches down and lets her ears droop sheepishly. Now Scootaloo speaks up._)

**Scootaloo:** Especially when you got me around being better than the rest of us! (_Chuckle; Apple Bloom glares daggers at her._) Uh…I mean…yeah, uh, magic, schmagic! BOOOO!

(_Sidelong glance at the still-disapproving workhorse._)

**Firelock:** Well, well, well. It seems we have some ne-e-eigh-sayers in the audience. (_Heartsong now stands with the others in the front row._) Who is so ignorant as to challenge the magical ability of the Great and Powerful Firelock?

(_Slow pan across Fictionary and company, showing assorted reactions of disgust, annoyance, confusion, and awe—the last coming from Flim and Flam. Heartsong and Babs Seed are at opposite ends of the line—this is the former's only appearance in the entire episode. Babs Seed does not appear again unless specifically mentioned._)

**Firelock:** (_from o.s._) Do they not know that they're in the presence of the most magical unicorn in all of Equestria?

**Sweetie Belle:** (_to Fictionary_) Pffft! Just who does she think she is? (_Spines elbows up between them._)

**Spines:** Yeah, since we all know that Fictionary here is—

**Fictionary:** Spines, shhh!

(_She pushes him well away from the spectacle for a private chat; both keep their voices down. Vincent follows, out of curiosity._)

**Spines:** What? What's wrong?

**Fictionary:** You see the way they reacted to Firelock? I don't want anyone thinking _I'm_ a showoff.

(_Sounds from the stage draw their attention; the performer's fireworks are going off again, more energetically than before. Scootaloo is first to get fed up and fly onto the stage._)

**Scootaloo:** So, Great and Powerful Firelock, what makes you think you're so awesome, anyway? (_Firelock puts a hoof to her face with a disdainful laugh._)

**Firelock:** (_with mounting fervor_) Why, only the Great and Powerful Firelock has magic strong enough to vanquish…the dreaded Ursa Major!

(_Fireworks blast from the horns at one end of the stage, decorating the sky with the outline of a huge bear whose forehead is marked with a starburst. Its head and tail move as if this were a neon sign; gasps and murmurs all round._)

**Flim:** What?!

**Flam:** No way!

**Firelock:** When all hope was lost, the ponies of Hoofington had no one to turn to.

(_Cut back to the Ursa Major pyrotechnic during this line. A Firelock figure then approaches, wand at the ready. As she continues, it stands pat before the beast's swipes and casts a spell, causing it to fizzle out and disappear in a shower of sparks._)

**Firelock:** (_from o.s._) But the Great and Powerful Firelock stepped in, and with her awesome magic, vanquished the Ursa Major and sent it back to its cave… (_Back to her._) …deep within the Everfree Forest!

**Flim,** **Flam:** Suh-weet!

**Flim:** That settles it!

(_Back to Firelock, standing proudly; zoom out to frame Flam gesturing to her as he speaks._)

**Flam:** Firelock truly _is_ the most talented, most magical, most awesome unicorn in Ponyville! (_Snips pops up next to him._)

**Flim:** No! In all of Equestria! (_Fictionary, Vincent and Spines are back in the crowd._)

**Spines:** How do _you_ know? You didn't see it! And besides, Fic—

(_She uses her magic to literally zip his mouth shut._)

**Firelock:** (_laughing_) It's true, my enthusiastic little admirers. Firelock is most certainly the best in Ponyville!

(_Dead silence from the crowd._)

**Firelock:** Don't believe the Great and Powerful Firelock? Well, then, I hereby challenge _you_ Ponyvillians. Anything you can do, I can do better. (_Slow pan across the line, from Scootaloo to Fictionary; she continues o.s._) Any takers? Anyone, hmm? (_Back to her as she continues._) Or is Firelock destined to be the greatest equine who has ever lived?

(_Another fusillade of fireworks, the most elaborate so far, after which Spines unzips his lip and throws himself at Fictionary's hooves._)

**Spines:** (_sobbing_) Please! She's unbearable! You gotta show her! You just gotta!

**Vincent: **_(softly) _If Fictionary doesn't want to use her magic, that's fine, Spines.

**Fictionary:** (_softly_) There's no way I'm gonna use my magic now, Spines, especially since— (_Back to the stage._)

**Firelock:** (_scanning the crowd_) Hmmm…how about… (_pointing_) …_you?_

(_Cut to Fictionary and zoom in as she swallows hard and the background behind her dims. Fade to black._)

Act Two

(_Opening shot: fade in to Firelock, striding confidently toward the edge of the stage._)

**Firelock:** Well, how about it, hmmm? Is there anything you can do that the Great and Powerful Firelock can't? (_Cut to a flustered Fictionary._)

**Fictionary:** I, uh, I… (_Pan to Apple Bloom._)

**Firelock:** (_from o.s._) Well, little hayseed?

**Apple Bloom:** That's it! I can't stand for no more of this!

**Spines:** You show her, AB!

**Vincent: **I doubt this is a good idea.

(_Close-up profile of the orange unicorn._)

**Apple Bloom:** (_from o.s._) Can your magical powers do _this?_

(_Cut to her, now on the stage and twirling a lasso around herself at floor level with her tail. She hoists the loop clear of the boards, then works it forward and backward._)

**Crowd:** (_from o.s._) Ooooh!

(_An expert flick of the blond tail sends the lasso flying to snag an apple off a tree; the rope loosens on the return trip so that the fruit lands squarely in her mouth. After a quick chew and swallow, the crowd voices its approval._)

**Apple Bloom:** Top _that_, missy!

(_Firelock's hat begins to glow due to the magic of her horn underneath._)

**Firelock:** Oh, ye of little talent.

(_It lifts clear of her head, fully exposing a mane that is a longer version of Heartsong's._)

**Firelock:** Watch and be amazed at the magic of Firelock!

(_A gleam from the appendage brings the now-untied rope under her control; one end rises sinuously off the stage as if it were a snake being charmed. It sways back and forth before Apple Bloom's face, hypnotizing her into mimicking its movements, and the other end pulls a second apple from the tree. The first end lashes toward Apple Bloom's hooves and hogties her, briefly lifting her upside down off the stage before dropping her on her back._)

**Apple Bloom:** What—oof!

(_Once she thuds down, the apple is stuffed whole into her mouth; the crowd laughs and cheers as she hobble-hops away._)

**Firelock:** Once again, the Great and Powerful Firelock prevails. (_Scootaloo flies to the stage._)

**Scootaloo:** There's no need to go strutting around and showing off like that!

**Firelock:** Oh?

**Scootaloo:** That's _my_ job.

(_She goes into a speeding charge and sets a windmill spinning at insanely high RPM's as she grabs one vane. The machine pitches her skyward when she lets go; punching neat holes through a long row of clouds, the self-assured aviator hovers briefly before the sun so that it silhouettes her form. Her next move is a screaming dive that carries her through the holes she punched and down to the same windmill, a few droplets of moisture following her from the clouds. When she repeats the grab/release maneuver, the vanes fling her straight onto her scooter, which she zips onto the stage and does an expertly practised stop.) _

**Scootaloo:** They don't call me "Scootaloo" for nothing.

(_Once again the crowd cheers the display; Firelock seems unperturbed._)

**Firelock:** When Firelock is through, the only thing they'll call _you_ is "loser"!

(_A beam from her horn causes the water from the clouds to wrap its creator up in a little tornado and carry her yelling into the sky. The cyclone veers madly in all directions before hitting the ground upside down and flying away. Scootaloo winds up lying on her face in the dirt, her eyes jittering and her body bent upward as if sprawled against an invisible wall._)

**Scootaloo:** (_woozily_) I think I'm gonna be sick.

**Firelock:** Seems like anypony with a _dash_ of good sense would think twice before tussling with the Great Firelock.

(_On the end of this, she throws another burst from her horn and the camera cuts to Scootaloo, who has gotten upright and fumbled her way back to a now-untied Apple Bloom and the crowd. A black cloud appears overhead and zaps her in the rump with a lightning bolt._)

**Scootaloo:** Yow! (_Laughter from all._)

**Spines:** What we need is another unicorn to challenge her! (_elbowing Fictionary's leg_) Someone with some magic of her own?

**Scootaloo:** Yeah! A unicorn to show _this_ unicorn who's boss!

**Apple Bloom:** A real unicorn-to-unicorn tussle! (_Spines eyes Fictionary's expectantly._)

**Vincent: **Guys, let's be reasonable here.

**Fictionary:** Uh… (_Sweetie Belle steps up._)

**Sweetie Belle:** Enough. Enough, all of you. I take your hint, but Sweetie Belle is above such nonsense. Scootaloo and Apple Bloom may behave like ruffians, but Sweetie Belle conducts herself with beauty and grace.

**Firelock:** Ooh, what's the matter? Afraid you'll get a hair out of place in that rat's nest you call a mane?

(_The "beauty and grace" drop out of the contender's voice in an instant._)

**Sweetie Belle:** Oh, it is _on!_

(_Now onstage and circling Firelock, the aspiring singer regains the bulk of her composure._)

**Sweetie Belle:** You may think you're tough with all of your so-called powers, but there is more to magic than your brutish ways. A unicorn needs to be more than just muscle.

(_She lets her horn speak for her; cut to the curtain, which comes off its rod under her charm._)

**Sweetie Belle:** (_from o.s._) A unicorn needs to have style.

(_Back to her on the end of this, the cloth wraps itself into a tight whirl around her body, and a flash clears it away to show the results: she now wears a blue gown trimmed in gold, complete with saddle, that leaves her forelegs bare, and her mane has been styled into a tall bouffant._)

**Sweetie Belle:** (_over crowd's "Ooooh!"_) A unicorn is not a unicorn without grace and beauty.

(_The other unicorn just smirks and gets ready to throw a spell. Cut to Spines._)

**Spines:** Sweetie Belle won't let Firelock get the best of her! (_lovestruck_) She's strong, she's beautiful… (_Flash from o.s.; his eyes widen_) …she's…

(_His jaw drops, the crowd mirroring his sentiments in face and voice, and the camera zooms out to stop just behind Sweetie Belle, her head cut off by the top of the screen. Now her composure is totally out the window._)

**Sweetie Belle:** QUICK! I NEED A MIRROR! GET ME A MIRROR!

(_Extreme close-up of her panicked countenance._)

**Sweetie Belle:** What did she do to my hair? I know she did something terrible to my hair! (_Cut to Fictionary, trying not to laugh._)

**Fictionary:** Nothing. (_Quick pan to Scootaloo; ditto._)

**Scootaloo:** It's fine. (_To Apple Bloom, unsettled._)

**Apple Bloom:** It's gorgeous! (_To Spines, stunned._)

**Spines:** It's green. (_The other three glare at him._) What?

(_Close-up of the horrified unicorn's face. The few strands of mane that can be seen have indeed gone two different shades of green, and she gasps as the camera zooms out to frame the piled-up mess that now sits on her head. A twig and a few berries are caught in it, and a couple of tails protrude from the uppermost reaches. Evidently Firelock decided to act on that "rat's nest" crack._)

**Sweetie Belle:** No! Green hair! Not green hair! (_She dashes through the crowd, shuddering._) Such an awful, awful color!

(_As she sobs and gallops o.s., she passes Peachy Pie, whose mane and tail are now green rather than the shade of light and dark peach seen in "The Ticket Master."_)

**Peachy Pie:** (_offended_) Well, I never!

**Spines:** Well, Fictionary, I guess it's up to you.

(_Cut to the stage; Firelock blows a bit of dust off one hoof._)

**Spines:** (_from o.s._) Come on. Show her what you're made of. (_Back to her amid the intent crowd._)

**Fictionary:** (_smiling nervously_) What do you mean? I'm nothing special.

**Spines:** Yes, you are! You're better than her!

**Fictionary:** I'm not better than anyone!

**Firelock:** Ha! (_approaching edge of stage_) You think you're better than the Great and Powerful Firelock? You think you have more magical talent?

(_She is now close enough to glower over the boards at the frightened challenger and the defiant little dragon._)

**Firelock:** Well, come on. (_Zoom in on Fictionary; she continues o.s._) Show Firelock what you've got. (_Back to her; extreme close-up._) Show us all.

(_The full weight of the crowd's gaze bears down on Fictionary for a moment._)

**Fictionary:** Who, me? (_trying to play it off_) I'm just your run-of-the-mill citizen of Ponyville. No powerful magic here. I, uh…I think I hear my laundry calling. Sorry, gotta go.

(_Her sudden gallop away from the scene leaves a bunch of very confused ponies and one disappointed assistant._)

**Spines:** Fictionary…? (_Firelock sucks in a disdainful gasp._)

**Firelock:** Once again, the Great and Powerful Firelock has proven herself— (_Slow pan from the crowd to her._) —to be the most amazing unicorn in all of Equestria. (_sighing smugly, turning/walking off_) Was there ever any doubt?

(_As the onlookers disperse, Spines aims a glare toward her that would melt sheet metal, if anyone were to place some in front of his face at this moment. Dissolve to a long shot of the trailer, with the stage and all its effects packed away. Firelock has propped a mirror against the side and is standing before it, using a levitated hairbrush to comb out her mane. Zoom in slightly, then cut to a close-up as Snips' rump pops into view; a tray with a beverage is balanced on it._)

**Flim:** Here's your smoothie you asked for— (_Longer shot; Flam is with him._) —with extra hay, just how you like it.

**Flam:** Mmm, hay.

(_She floats it off the tray and begins to sip, noticing after a moment that the two yo-yos are staring at her with unmitigated adulation. Her response is one of impatience._)

**Firelock:** Yes?

**Flim:** Oh, tell us another story, Great and Powerful Firelock.

**Flam:** Yeah. Tell us about how you vanquished the Ursa Major!

(_Regarding them with thinly veiled contempt for a moment, she tosses her head with a little sigh of disdain._)

**Firelock:** Firelock is far too exhausted from performing feats beyond imagination. Begone with you until morning. (_Flim and Flam bow and back away._)

**Flim:** Oh, of course, Great and Powerful Firelock.

**Flam:** Anything you say. We are at your beck and call.

(_Another noise of mild disgust from her; cut to a close-up of the pair. Spines' voice is enough to halt them and straighten them up._)

**Spines:** (_from o.s._) What are you two doing? (_Zoom out to frame him._)

**Flim:** Just bringin' the G-and-P-F a—

**Spines:** The what?

**Flim:** The Great and Powerful Firelock!

**Spines:** Sheesh.

**Flim:** Just bringin' her a smoothie.

**Spines:** How can you fall for her lameness? She's just a showoff, unlike Fictionary, who— (_Flim leans angrily into his face._)

**Flim:** The Great and Powerful Firelock vanquished an Ursa Major! Can your Fictionary claim that? (_He ducks back._)

**Spines:** Oh, really? Were you guys actually there?

**Flim:** Well, uh, uh…no, but—

**Spines:** But nothing! The proof is in the pudding.

**Flam:** (_laughing_) I like pudding.

(_The reptilian voice of reason looks as if he would like to send Flam to the glue factory here and now, but eventually finds some words._)

**Spines:** Look. Unless an Ursa Major comes waltzing up the street for Firelock to vanquish, I am not gonna believe a word she says! And neither should you! (_Close-up of Flim._)

**Flim:** (_smiling_) Hmm…an Ursa walkin' up the street, hey? Flam! (_Pan to Flam; he continues o.s._) You thinkin' what I'm thinkin'?

**Flam:** Why is it they call it a flea market when they don't really sell fleas?

**Flim:** Yeah, uh… (_catching himself_) …oh, come on!

(_The two unicorns take their leave of the unimpressed Spines. Zoom in to a close-up and dissolve to him standing in the library with the same pose. He directs a worried look toward the camera as it zooms out to frame Fictionary on the receiving end, reading a book propped on a stand. The magic checklist from the prologue is still on its easel, but the two have moved it downstairs to the reading room._)

**Spines:** Fictionary, would you put down that book and just listen to me?

**Fictionary:** Didn't you see how they hated Firelock's bragging, Spines? If I go out there and show off my magic, I run the risk of losing them as friends.

**Spines:** It's not the same thing, Fictionary! You'd be using your magic to stand up for your friends.

**Fictionary:** No, Spines, it's exactly the same.

**Spines:** (_gesturing to list_) Come on, Fictionary. Any one of these tricks, even the teeniest, would be enough to show up Firelock.

**Fictionary:** I don't want to be seen as a bragger like Firelock.

(_She conjures up an open door in front of Spines, complete with frame, and slams it shut; he reopens it immediately with a groan to continue the discussion. Cut to a close-up of Fictionary on the next line._)

**Spines:** But you're the best!

**Fictionary:** (_groaning_) Please, Spines, I said no!

**Spines:** (_sighing_) If that's the way you want to be, then fine!

(_This time, he is the one to slam the door. After a long "you've got to be kidding me" glare from her, he opens it again and walks across the room without looking her in the eye. Once he has passed, she drops her head in silent confusion._)

**Vincent: **_(Walking into the room) _Fictionary?

**Fictionary: **_(Looking up) _Hey, Vincent.

**Vincent: **Spines pressuring you again?

**Fictionary: **Yes. I like doing magic, but only for a very small audience. I can't even perform in front of my friends outside of you and Spines.

**Vincent: **Take your time, sis. When you're ready, you can start off slow, then you can do more complex spells.

**Fictionary: **_(Hugging Vincent) _Thank you, little brother.

(_Dissolve to Flim and Flam in one of the gloomier areas of the Everfree Forest. It is evening. They timidly work their way through the overgrowth, the sound of insects and hooting owls unnerving them even further, and enter a cave wide and high enough to fit several of them comfortably either way. Cut to inside; as they proceed further, the light fades away to leave nothing but their four eyes gleaming in the blackness._)

**Flim:** Oh! How are we gonna find an Ursa Major when I can't even see my own hoof in front of my face?

**Flam:** Hold on!

(_He strains to get a light going on his horn, accompanied by the sound of an engine turning over; the first two tries fizzle out, but his third attempt holds. Behind the pair, a couple of clawed toes attached to an enormous, twinkling blue body can be seen._)

**Flim:** Oh! That's better.

(_Zoom out as both unicorns go bug-eyed with surprise. The body is that of a gargantuan bear creature which begins to wake up from a sleep or hibernation, exposing red eyes with orange whites. It slowly stands up to full height with a threatening growl, not appreciating the disturbance one bit, and leans down to bare its teeth in the pair's faces. The starburst on its head identifies it as an Ursa, and the radius of Flam's light is barely sufficient to illuminate its front half._)

(_Snap to black, which fills in with a radially divided three-way split screen: Flam screaming with mane standing on end and light out, Flim doing likewise, and the Ursa roaring in fury. Snap to black again._)

Act Three

(_Opening shot: fade in to a ground-level pan of a rock being kicked along by Spines. Cut to his downcast face as he shuffles through the park; the reverie breaks when Flim races screaming past him._)

**Spines:** Hey, guys. (_Flam dashes by._) Where are you going?

**Flim:** Can't talk now!

**Flam:** Got a major problem! (_Back to Spines._)

**Spines:** (_from o.s._) Yeah! Ursa Major, to be exact!

(_The beast's not-so-distant roar shakes Spines almost off his feet; he looks in its direction, eyes widening and jaw going slack._)

**Spines:** Huh?

(_He gets moving just in time to avoid being turned into a manhole cover by one gigantic paw._)

**Flim, Flam:** FIRELOCK!

**Spines:** FICTIONARY!

(_Cut to a treetop-level view of the woodlands outside Ponyville. One after another, the trees topple over to mark the Ursa's rampage and birds scatter into the night. The two half-pint nitwits reach the door of Firelock's trailer, its top half open, and pound frantically on it; the next two lines are delivered together._)

**Flim:** Firelock, help! You gotta help us!

**Flam:** Firelock! Come out! Firelock!

(_She finally appears, putting her head out through the open top half and looking very cross. For the first time, she is seen with neither hat nor cape._)

**Firelock:** Firelock thought she said the Great and Powerful Firelock did not want to be disturbed! (_Cut to Flim._)

**Flim:** (_laughing nervously_) W-We…we have a...a tiny problem. (_Pan to Flam._)

**Flam:** Actually, it's a big one.

**Firelock:** What is so important that you cannot wait until morning to disturb Firelock?!

(_The Ursa's bellow answers her in a heart-stopping instant; quick pan to an empty street, where it is approaching fast. Down on all fours, it stands as tall as the houses on either side. One hearty roar is enough to make her fling the bottom half of the door open, knocking away the two grinning idiots, and send her off in a screaming panic. Once Flim and Flam get up, they do likewise just before one mighty paw stomps the trailer into kindling wood. It roars again._)

(_Cut to Fictionary as she tranquilly reads in the library, while Vincent practices his art. Spines skids into view, ruining their mood._)

**Vincent: **_(Paintbrush falls out of his wing.) _Hey! I could have ruined my artwork with that!

**Spines:** Fictionary! You've gotta come! Quick!

**Vincent: **_(Groans) _Not this again, Spines.

**Fictionary:** (_testily_) I've already told you, Spines, I don't want to show up Firelock.

**Spines:** No, you don't understand! It's—

(_—the Ursa, as evidenced by yet another roar that shakes the building._)

**Fictionary:** (_nervously_) Uh, is that what I think it is?

**Spines:** Majorly.

**Fictionary: **Vincent, stay here. Spines, come on!

(_Spines is flung onto Fictionary's back and they gallop out.)_

**Vincent: **What is going on out there?!

(_Quick pan to a long overhead view of Firelock, Flim, and Flam standing in the town square before the monster's slow advance._)

**Flim:** Great and Powerful Firelock! (_Close-up of him and her._) You've got to vanquish the Ursa! (_Slight pan; Flam is on her other side._)

**Flam:** Yeah, vanquish so we can watch!

(_Close-up of the menacing ursine visage, saliva dripping from its jaws._)

**Flim:** (_from o.s._) It took a lot of trouble to get that thing here! (_Tilt down to frame her._)

**Firelock:** (_shocked_) Wait! _You_ brought this here? (_Gasp._) Are you out of your little pony minds?!

**Flim:** But…you're the Great and Powerful Firelock!

**Flam:** Yeah, remember? You defeated an Ursa Major!

(_It chooses that moment to unload a roar that nearly blows them all bald._)

**Firelock:** Uh…okay. (_Gulp._) Stand back!

(_A spell from her horn causes the rope she turned against Apple Bloom to rise out of a vase. Close-up of this as it wraps around part of the Ursa's body, then back to the trio. Firelock voices a relieved sigh and smiles thinly._)

**Firelock:** Piece of cake.

(_Or maybe not, as she has only bound two of the digits on one forepaw. The Ursa snaps them loose without trouble, causing her two fans to lose some of their ardor._)

**Flim:** Aw, come on, Firelock!

**Flam:** Stop goofin' around and vanquish it, eh?

(_A shudder, another gulp, and she has another go at it. This time, her magic calls up a storm cloud that cracks out lightning—but only over the Ursa's tail. No effect._)

**Flim:** Well, that was a dud.

**Flam:** Yeah! Pfft! Come on! Where's all the cool explosions and smoke and stuff like earlier, you know?

(_Lightning strikes the beast squarely on the rump, leaving a charred patch of fur and doing very little to improve its disposition. Snap to black, which resolves into a view from within its mouth as it opens the slavering jaws wide toward the three unicorns._)

**Firelock:** Uh-oh.

(_Outside again; it bellows in rage and all three bail out, galloping through its legs. Lights go on in windows all over Ponyville as the noise and tremors ruin a good night's sleep. As an unsettled crowd gathers, the Ursa chomps into a roof, sending them into a panicked stampede. Fictionary, with Spines on her back, meets them coming the other way; after she has galloped through them, she hits the brakes and shifts direction. A moment later, she finds Flim and Flam._)

**Fictionary:** What's going on?

**Flim:** (_laughing_) We brought an Ursa to town!

**Fictionary:** You _what?!_

**Flam:** Don't worry, the Great and Powerful Firelock'll vanquish it!

(_On the start of this line, zoom out to frame Firelock not far away—and wishing she had never brought her show to Ponyville in the first place. She hangs her head sadly._)

**Firelock:** I can't.

**Flim, Flam:** What?!

**Firelock:** I can't, I never have. No one can vanquish an Ursa Major. I just made the whole story up to make me look better.

**Flim, Flam:** _Made it up?!_

(_Tilt up from the five as the behemoth towers over a nearby house to perhaps twice its height, blocking out the moon. Fictionary's eyes grow to saucer-size and she grits her teeth to the breaking point; the forepaws come up and the roar comes loud enough to shake all Equestria. Panic from all spectators, including Apple Bloom, Scootaloo, and Sweetie Belle; the last's mane has resumed its usual curled appearance, and she has removed the outfit she improvised for herself during her face-off with Firelock. Spines gives Fictionary an elbow in the ribs and gestures toward the impending destruction as if to say, "Like it or not, you're up to bat." She gives him an uncertain look, then closes her eyes and swallows hard._)

[_Note: Peachy Pie appears among the observers, but her mane and tail have reverted to their normal two toned peachy colour._]

(_When she opens them again, steely resolve has written itself across the fuchsia irises. She takes measured steps toward the Ursa and stops just short of the massive chest, hooves planted wide to brace herself. Her eyes and jaw squeezed tight, she summons a wind that starts to wave flags on roofs and boughs on trees. As the air circulates through a patch of cattails, it generates a soft, humming melody similar to that a person might produce by running a finger around the edges of water-filled crystal goblets. The notes literally float in one of the Ursa's ears and out the other, causing it to fall silent as its eyelids start to droop. It begins to totter drowsily from side to side._)

**Spines:** (_softly, giving thumbs-up_) Nice use of number sixteen!

(_The glow from Fictionary's horn intensifies; the wind stops, and she takes hold of a water tower's tank and hoists it clear of the support framework. The top unscrews itself and the water is dumped out, and the two sections float over a tract of farmland and toward an open barn. Here, the tank body goes in while the top continues past; the sound of cows being milked is heard, along with their surprised exclamations._)

**Cow:** (_from inside, Minnesota accent_) Golly, dontcha know.

(_The body emerges, brimming with milk, and the top aligns itself to fit back in place._)

**Spines:** That's new.

(_Now the top clangs back onto the tank body. The Ursa, meanwhile, begins to topple over in Firelock's direction—but with inches to spare, Fictionary gets it under her control and hauls it back up. Rays have begun to shoot from her horn in all directions due to the strain. The now-placid Ursa hovers quietly just off the ground, then floats up several yards onto its back and receives the improvised baby bottle. As locals watch speechlessly, the colossal creature drifts slowly out of town and back into its cave, nursing all the while._)

(_Once it is completely out of sight, Fictionary lets her powers wind down and half-collapses, gasping for breath. The sound of cheering brings her back upright; pan toward the crowd that has gathered behind her._)

**Scootaloo:** (_from o.s._) Unbelievable! (_She hovers above them._)

**Spines:** That was amazing!

**Apple Bloom:** Heavens to Betsy! We knew you had ability, but not _that_ much!

_(Vincent, seeing everything from his bedroom window, gallops out to his sister.)_

**Vincent: **Golly. You were so brave, big sister. Great job.

**Fictionary:** (_fearfully_) I'm sorry. Please, please don't hate me.

**Apple Bloom, Scootaloo, Sweetie Belle:** Hate you?

**Sweetie Belle:** Why, whatever do you mean, darling?

**Fictionary:** Well…I know how much you all hated Firelock showing off with her magic tricks, and I just thought—

**Scootaloo:** Whoa, whoa, whoa. Magic's got nothing to do with it. Firelock's just a loudmouth.

**Sweetie Belle:** Most unpleasant.

**Apple Bloom:** All hat and no cattle.

**Fictionary:** So…you don't mind my magic tricks?

**Apple Bloom:** Your magic is a part of who you are, sugar cube, and we like who you are. We're proud to have such a powerful talented unicorn as our friend.

**Scootaloo:** And after whuppin' that Ursa's hindquarters, we're even prouder.

**Fictionary:** (_smiling_) You are? (_Pan across the three._)

**Scootaloo:** Uh-huh.

**Apple Bloom:** Mmm-hmm.

**Sweetie Belle:** Mmm-hmm. (_Pan/zoom in on Spines._)

**Spines:** Wow, Fictionary! How'd you know what to do with that Ursa Major?

**Fictionary:** That's what I was doing when you came looking for me. I was so intrigued by Firelock's bragging that I was compelled to do a little reading up on them.

**Spines:** So it _is_ possible to vanquish an Ursa Major all by yourself?

**Fictionary:** That wasn't an Ursa Major. It was a baby, an Ursa _Minor_.

**Firelock:** _That_ was just a baby?

**Fictionary:** And it wasn't rampaging. It was just cranky because _someone_ woke it up.

(_Flim and Flam suddenly find themselves on the wrong end of several angry glares._)

**Flim,** **Flam:** Awww…

(_Pan to Vincent, passing Babs Seed in the crowd for an instant._)

**Vincent:** Well, if that was an Ursa _Minor_, then… (_borderline panic_) …what's an Ursa _Major_ like?

(_Fictionary cuts her eyes away, having been struck by a very unsettling thought. Dissolve to a close-up of the Ursa Minor as it keeps nursing, cradled by something of the same general body style. Zoom out to frame the Ursa Major in the cave, sitting up on its haunches and showing the same starburst on its forehead. The teeth and claws are much longer, and the star-sprinkled fur is purple and shaggy; the relative size difference is about the same as that between a full-grown human and a newborn._)

(_Dissolve back to Fictionary._)

**Fictionary:** You don't want to know. (_Firelock crosses to her, bravado restored._)

**Firelock: **Hah! You may have vanquished an Ursa _Minor_— (_rearing up_) —but you will never have the amazing show-stopping ability of the Great and Powerful Firelock!

(_A burst of smoke hides her from view; when it clears, she can be seen galloping away from the camera and out of town. Cut to Scootaloo._)

**Scootaloo:** Why, that little—

(_She takes off, intending to pursue, but stops at the next words._)

**Fictionary:** (_from o.s._) Just let her go. (_Long shot of the fleeing unicorn; zoom out to frame Scootaloo watching._) Maybe someday she'll learn her lesson.

(_The two boneheads who started this mess begin to sneak away, but freeze when they find Fictionary standing right in their path._)

**Fictionary:** Now, about you two.

**Flim:** (_laughing nervously_) Uh, we're sorry that we woke up the Ursa Minor.

**Flam:** We just wanted to see some awesome magic!

**Flim:** Yeah! And the way you vanquished that Ursa Minor was _awesome!_

(_She gives them a searching look; they prostrate themselves before her._)

**Flam:** We deserve whatever punishment you give us. (_Cut to her on the end of this._)

**Fictionary:** (_looking to one side_) For starters—

(_Cut to the smashed remains of Firelock's trailer._)

**Fictionary:** (_from o.s._) —you can clean up this mess. (_Back to her and Spines, both smiling slyly._) And…what do you think, Spines? Should I give them number twenty-five?

**Spines:** Ohhh, twenty-five! Yes—and I think I deserve it, too.

**Flim, Flam:** (_scared_) Huh?

**Fictionary:** I think you're right.

(_Her horn flares brightly, giving the two scrubs a serious case of the jitters; zoom out to frame Spines alongside them. Being the only one who knows what is coming, he pushes his face as close to her as he can from where he stands. All three noses and chins glow, and the view snaps to black. It is immediately tiled in with images to form a radially divided three-way split screen, with Flim at top left, Flam at top right, and Spines at bottom center. The dragon has his black moustache again, while the other two smile at their red ones in different styles._)

**Spines, Flim, Flam:** Sweet!

(_Dissolve to the exterior of the library and zoom in slowly. It is now the following morning._)

**Fictionary:** (_from inside, dictating_) "Dear Princess Luna: I have learned a very valuable lesson about friendship."

(_Cut to a slow pan across her room and stop on her at a cluttered desk, on which a scroll is spread out. She is levitating a quill to write this report herself._)

**Fictionary:** "I was so afraid of being thought of as a showoff that I was hiding a part of who I am." (_Extreme close-up of her glowing horn; zoom out slowly._) "My friends helped me realize that it's okay to be proud of your talents, and there are times when it's appropriate to show them off—especially when you're standing up for your friends."

**Spines:** (_from o.s._) So… (_Pan to frame him and Vincent behind her._) …you finally admit that you're the most talented unicorn in all of Ponyville?

**Fictionary:** Well… (_smiling_) …yeah. But it's nothing to brag about.

**Vincent:** So, uh, how did it go with Sweetie Belle? (_Cut to him._)

**Spines:** (_with a groan, fingering facial hair_) She didn't go for the moustache. (_Zoom out as she walks over._)

**Fictionary:** You know, Spines, that moustache has nothing to do with who you really are. Maybe you should just try being yourself.

**Spines:** Or…maybe the moustache wasn't enough. Maybe if I had a moustache _and_ a beard.

**Fictionary:** (_groaning_) Not this again!

**Vincent: **_(Sighs) _Here we go.

(_Cut to the library exterior and zoom out slowly._)

**Spines:** (_from inside, fading out_) Okay. Imagine me with a nice long Fu Manchu-type beard. Or maybe a goatee…oh, no, a soul patch!

(_The rest of his words become inaudible as the view fades to black._)


	5. Applebuck Season

Prologue

(_Opening shot: fade in to a broad stretch of hills marked by tracts of apple trees heavy with fruit—part of Sweet Apple Acres, seen during the day. Pan slowly across the expanse._)

**Apple Bloom:** (_from o.s._) Boy howdy. I got my work cut out for me. That there is the biggest bumper crop of apples I ever laid eyes on.

(_On the end of this line, stop on her and Babs Seed; she has a swath of bandages wrapped around her midsection and is chewing on a candy apple._)

**Babs Seed:** It sure is the largest crop I've ever seen! But, I don't think you'd be able to handle so much work on your own, cous.

**Apple Bloom:** Come on, cous. You need to rest up and get yourself better. (_nudging the bandaged area; she winces_) I haven't met an apple orchard yet that I can't handle. (_Annoyed glare from her._) Oops. Sorry. I'll take a bite out of this job by day's end.

(_This line establishes the family relationship between the two._)

**Babs Seed:** Putting too much work on yourself is just what I'm afraid of.

**Apple Bloom:** (_irked_) Are you sayin' my mouth is makin' promises my legs can't keep?

**Babs Seed:** Uh-huh!

**Apple Bloom:** Why, of all the…this is your cousin Apple Bloom, remember? (_getting in his face_) The loyalest of friends and the most dependable of ponies?

**Babs Seed:** First off, you're not the element of loyalty, Scootaloo is. Second, your still only _one_ pony. And _one_ pony plus _hundreds_ of apple trees just doesn't add up to—

**Apple Bloom:** Don't you use your fancy mathematics to muddy the issue! I said I could handle this harvest, and I'm gonna prove it to you!

(_Close-up of his worried expression on the end of this, then cut back to her._)

**Apple Bloom:** I'm gonna get every last apple out of those trees this applebuck season all by myself!

(_On these last three words, zoom out to frame the considerable expanse of orchard land before the two ponies. In close-up, Apple Bloom swallows hard as her expression telegraphs the realization that this will be a big job indeed. Fade to black._)

OPENING THEME

Act One

(_Opening shot: fade in to Apple Bloom as she walks through the orchard. One of the trees has several tubs filled with apples at its base. She stops near these and looks around._)

**Apple Bloom:** Well, I better get kickin'. These apples aren't gonna shake themselves out of the trees.

(_On the end of this, zoom out slightly to frame several of them in the overhead branches. In close-up, one drops loose as a tremor shakes the camera; it bounces off her head._)

**Apple Bloom:** Hey! (_looking backward_) Oh, no!

(_She gallops off. Cut to a long shot of Ponyville, which is shaking just as badly, then to Scootaloo as she rises to roof level for a look. In the distance, a huge cloud of dust begins to work its way along the road leading into town._)

**Scootaloo:** STAMPEDE!

(_A herd of cattle, to be exact. General pandemonium in town; ponies gallop everywhere, shutters are closed, a welcome mat is yanked inside a house whose front door then slams shut. Vincent jumps up to stop his body from vibrating on the ground.)_

**Vincent: **Fictionary, what's going on?! (_Cut to Twilight Sparkle, also on the street._)

**Fictionary:** I'm not sure, but we have to run! (_They do so. The Mayor of Ponyville holds her ground._)

**Gingersnap:** Everypony calm down! There is no need to panic! (_Sweetie Belle comes up._)

**Sweetie Belle:** But, Mayor, whatever shall we do?

(_Zoom out slightly; Scootaloo, hovering overhead, points off to one side._)

**Scootaloo:** Look there!

(_As the cattle continue their mad rush, Apple Bloom charges up next to them. With her is a small tan-and-white dog._)

**Apple Bloom:** Yee-haa! (_Words of relief from the crowd._) Other side, Hidei!

(_The dog, Hidei, barks in acknowledgment and drops back. Overhead view of the herd._)

**Apple Bloom:** Put 'em up, girl!

(_More barking from Hidei as she pulls into view on the opposite side. In town, Heartsong has come up alongside Sweetie Belle, who turns her head with a scared moan. Pan from them to Vincent, who is now entertained.)_

**Vincent:** This is the best rodeo show I've ever seen!

(_He eats a bit of popcorn that he has bought from a nearby snack stand. Zoom out slightly to frame Fictionary on his other side; the unicorn looks at the show in front of her as well. The stampede approaches one of the bridges over the stream bordering Ponyville._)

**Apple Bloom:** (_nudging the cow next to her_) Come on, little doggies! Turn!

(_A whistle; cut to Hidei._)

**Apple Bloom:** (_from o.s._) Hidei, put 'em up!

(_The nimble canine leaps up with a bark and makes her way from one broad back to another; her owner is close behind and lets off a laugh. Pan to the front of the herd; Hidei is now ahead of the lead cow._)

**Apple Bloom:** (_from o.s._) Gotcha!

(_Close-up of a twirling lasso; tilt down slightly to show the rope end in Apple Bloom's teeth. She flicks it ahead and drops the loop neatly around the cow's neck; leaping to the ground, she pulls mightily. Cut to Hidei and the cow, who gets barked at._)

**Apple Bloom:** (_from o.s._) Attagirl!

(_In an overhead shot, the cow turns just short of the bridge to run parallel to the stream, with the rest of the herd following._)

**Apple Bloom:** Yee-haa!

(_After a brief, tense silence, the onlookers cheer her success.)_

**Apple Bloom:** (_digging her hooves in_) Whoa! (_Winona stops, then the herd, and Apple Bloom tosses the rope away._) Hoo-eee! Now what was _that_ all about? (_The lead cow moos, clears her throat, and speaks._)

**Lead cow:** (_Minnesota accent_) Oh, my. Begging your pardon, Apple Bloom, but Mooyala here saw one of those nasty snakes.

(_On the end of this, pan to an impassive cow next to her. General shudder from the herd._)

**Lead cow:** And it just gave us all the willies, dontcha know.

**Apple Bloom:** I completely understand. Just next time, try and steer clear of Ponyville.

**Lead cow:** (_as herd walks away_) We certainly will, Apple Bloom. So long, Hidei!

(_The dog barks a farewell, and Apple Bloom silhouette emerges over a hill in full view of the locals, framed by the setting sun. Cheers erupt as she lifts one foreleg; in close-up, she rears up as Hidei joins her._)

**Apple Bloom:** Yee-haa! (_Both race o.s._)

**Vincent:** (_jumping out of crowd._) Yee-haa! Ride 'em, cowpony!

**Gingersnap:** (_to Fictionary, Sweetie Belle_) Apple Bloom was just…just…

**Vincent:** (_Hovering into view from above_) Incredible!

**Gingersnap:** Exactly! We must do something to thank Apple Bloom for single-hoofedly saving the town.

**Vincent:** I know!

(_Wipe to a bunch of balloons and the end of a hanging banner._)

**Vincent:** (_from o.s._) We need to have a celebration!

**Fictionary: **_(Smiles at her brother) _Indeed we do.

(_Pan/zoom out on these two words to frame these items as part of a celebration being set up in the town square, including the pavilion. Fictionary, with Spines on her back, walks up to Sweetie Belle as the latter adjusts the bow on a red ribbon tied around a tree._)

**Fictionary:** We all ready?

**Sweetie Belle:** Just one last thing.

(_She levitates a banner decorated with the same apple pattern as a pennant hangs it from the third-floor balcony. Zoom out from it to frame the trio on the next line._)

**Sweetie Belle:** Now we're ready.

**Fictionary:** Is Apple Bloom all set? (_Scootaloo flies over._)

**Scootaloo:** Actually, I haven't seen her all week. (_Vincent joins them._)

**Vincent:** Not since the stampede.

**Scootaloo:** But she'll be here for sure. (_Pan/tilt up to the banner as she continues, putting the group o.s._) Apple Bloom is _never_ late.

(_Zoom out to ground level; now a large crowd has gathered at the pavilion, where a lectern has been set up in front of the doors. Fictionary steps up to this and levitates a stack of notes, squaring up their edges and bringing the first page up._)

**Fictionary:** Welcome, everypony! Today we are here to honor a pony we can always count on to help in matters great and small. (_Next page._) A pony whose contributions to—

(_Rainbow barges in, knocking the notes everywhere and forcing Twilight to step aside, much to her annoyance._)

**Scootaloo:** Did you see Apple Bloom's slick moves out there? What an athlete! This week, she's gonna help me with my new flying trick, and I know it's gonna be _so awesome!_ (_Fictionary shoves her back._)

**Fictionary:** Exactly. (_Notes up._) And— (_Sweetie Belle pops up in front of her; the notes fall._)

**Sweetie Belle:** This week, I get to run Carousal Boutique for the first time!

**Fictionary:** What does that have to do with Apple Bloom?

**Sweetie Belle:** Oh! Apple Bloom, one of the best artists and designers ever, is gonna help me. She also did some great fashion clothes as a filly.

**Fictionary:** (_dryly, pushing her aside_) Okay, that's great. (_Notes up, but scrambled._) Now if I could just make a point without being inter— (_Heartsong pokes her head up on the end of this._)

**Heartsong:** Fictionary?

**Fictionary:** —rupted! (_Notes fall; she moves aside and Heartsong steps up._)

**Heartsong:** Fictionary, I'm so sorry, but I just wanted to mention that Apple Bloom is also helping me this week with the official bunny census, where we count up all the new baby bunnies that were born this season.

(_On the latter part of this, cut to a close-up of Fictionary as she rolls her eyes wearily at all these breaks in her train of thought. At the end of this line, zoom out to frame both._)

**Heartsong:** She's gonna help gather them using her wonderful herding skills. (_Pause._)

**Fictionary:** (_as Heartsong cringes and slides away_) Anyone else?...Anyone?

(_Cut to the crowd; no response except for a quiet cough._)

**Fictionary:** (_from o.s._) No? (_Back to her; she brings her notes up yet again._) Well, then, as I was _trying_ to say—

(_Zoom out; now Gingersnap stands next to her with an expectant grin. After a very long beat, Fictionary gives up with a groan and lets her notes go flying in all directions._)

**Fictionary:** (_stalking away_) Never mind! (_Gingersnap takes her place._)

**Gingersnap:** (_clearing throat, gesturing to her right_) And so, with no further ado, it is my privilege—

(_Quick pan to that side, framing the base of a large trophy decorated with a blue ribbon. As she continues, tilt slowly up along its height; it is gold and shaped like a two-handled oil lamp, supported by three pillars, and topped by a rearing filly._)

**Gingersnap:** —to give the "Prize Pony of Ponyville" Award to our beloved guest of honor… (_Back to her as she continues._) …a pony of the utmost trustworthiness, reliability, and integrity…Ponyville's most capable and dependable friend… (_gesturing to her left_) …Apple Bloom!

(_Pan to that side as cheers from the crowd are heard. There is a curtain here, which opens to expose absolutely nothing; the cheers give way to gasps and silence, with the exception of Spines._)

**Spines:** Way to go, Apple Bloom, that was awesome! I mean…

(_He falls quiet upon finding himself on the wrong end of quizzical glances from Heartsong, Vincent, and Sweetie Belle and an angry one from Fictionary. Gingersnap, at a total loss, clears her throat._)

**Spines:** (_under his breath_) Awkward.

**Apple Bloom:** (_from o.s._) I'm here!

(_A red mane, pinkish red bow, part of a yellow head, and pile of apples make their way through the crowd._)

**Apple Bloom:** I'm here!

(_Yawn; apples fall loose and some ponies react with shock as she passes. Ground level; her legs are seen passing and leaving fruit in their wake._)

**Apple Bloom:** Sorry I'm late, whoa…I was just…

(_Back to Fictionary, Heartsong, Vincent, Sweetie Belle, and Spines. Apple Bloom is heard stumbling over something._)

**Apple Bloom:** (_from o.s._) Did I get your tail?

(_At the lectern, she thrusts her face into Gingersnap's, with two full apple baskets slung on her back. The bags developing under her eyes betray the fact that her harvesting work has cut deeply into her sleep time._)

**Apple Bloom:** (_pushing Mayor o.s._) Miss Mayor, hank you kindly for this here, uh, award thingie. (_She steps over to look at it and yawns._) It's so bright and shiny, and…

(_Close-up of the trophy's body, which affords a distorted reflection of her face._)

**Apple Bloom:** (_laughing drowsily_) I sure do look funny.

(_Camera shifts to frame her and the trophy; she pushes her head forward and pulls it back, making high-pitched "whoo-ooo" noises. Zoom out to frame a truly confused Fictionary on the other side of the trophy._)

**Fictionary:** Oo-kay…well, thank you, Apple Bloom, for saving us from that scary stampede, and always being there for everypony.

**Apple Bloom:** (_yawning_) Yeah, I like helpin' the pony folks and…and stuff.

(_She dozes off and begins to snore; a moment later she shakes herself awake._)

**Apple Bloom:** Oh, uh…yeah, uh, thanks!

(_Gripping one of the trophy's handles in her teeth, she drags it backward off the stage and through the crowd._)

**Fictionary:** Was it just me, or did Applejack seem a little— (_Zoom out/shift to frame each in turn._)

**Scootaloo:** Tired?

**Heartsong:** Dizzy?

**Sweetie Belle:** Messy? (_Puzzled looks from Fictionary and Scootaloo._) Well, did you see her mane? (_Vincent jumps onto the stage._)

**Vincent: **To be honest, it does seem very strange. What do you suppose is up with her?

(_Zoom in on Fictionary._)

**Fictionary:** Hmmm…

(_Snap to black._)

Act Two

(_Opening shot: fade in to three empty tubs on the ground around a tree. Apple Bloom backs up partially into view and fetches the trunk a solid buck with her hind legs, as she did during her first appearance in "Mare in the Moon." Now, as then, so many apples fall loose that the tubs are filled in a heartbeat. She does the same to two other trees; the landscape indicating that she has already tended to several others in the same way. If anything, she is even more tired than she was at the award ceremony._)

**Apple Bloom:** Phew!

(_Her head droops for a moment, but she shakes out of it and squints behind herself, rearing up for another go. This time, she is too far away from a tree and hits nothing but air—and the tree has already been cleaned off to boot. Zoom out to frame Fictionary watching her from a short distance._)

**Fictionary:** (_to herself_) What on earth is that pony doing?

(_Apple Bloom repositions herself and tries again, but kicks over an apple tub instead of hitting the tree._)

**Apple Bloom:** Whoops. (_Close-up of the fruit and her slowly moving hooves._)

**Fictionary:** (_from o.s._) Hey, Apple Bloom! (_Cut to Apple Bloom, who dozes off, then to Fictionary._) Apple Bloom!

(_The harvester pays no mind as the camera cuts back to her._)

**Fictionary:** (_from o.s._) Apple Bloom!

(_Still nothing, so the unicorn fires up her horn and teleports over to stand right in front of Apple Bloom._)

**Fictionary:** APPLE BLOOM! (_She wakes up with a start._)

**Apple Bloom:** Howdy, Fictionary. (_Zoom out slightly, framing more trees._)

**Fictionary:** What _is_ all this?

**Apple Bloom:** (_walking past_) It's applebuck season.

(_Fictionary teleports over to her as she bucks another tree._)

**Apple Bloom:** (_surprised_) Whoa.

**Fictionary:** Apple-what season?

**Apple Bloom:** (_moving again_) It's what the Apple family calls harvestin' time. (_Teleport._) We gather all the apples from the trees so we can sell 'em.

**Fictionary:** But why are you doing it all alone?

**Apple Bloom:** 'Cause Babs Seed hurt herself. (_Teleport; she stops._)

**Fictionary:** What about all those relatives I met when I first came to Ponyville? Can't they help?

(_Referring to the family members who had gathered at Sweet Apple Acres during "Mare on the Sun."_)

**Apple Bloom:** (_sighing, moving past her o.s._) They were just here for the Apple family reunion. They actually live all over Equestria and are busy harvestin' their own orchards. (_Horn warm-up; cut to Apple Bloom._) So, uh, I'm on my own. (_Teleport, blocking her path._) Which means I should really get back to work.

(_Fictionary holds her ground, leaving her and Apple Bloom to stare each other down for a moment._)

**Apple Bloom:** (_clearing throat_) Hint, hint? (_Cut to Fictionary; she continues o.s._) Get back to work?

**Fictionary:** Fine.

(_She walks off. Back to Apple Bloom, who begins to sway from side to side._)

**Apple Bloom:** Could you step aside, Fictionary?

(_As she speaks, zoom out slightly to show that Fictionary has in fact moved out of her way._)

**Fictionary:** I just did.

(_Cut to Applejack's perspective of her; the image blurs and shifts, and her words have a distinct echo to them. This is how the bleary-eyed farmer is seeing and hearing the world at the moment._)

**Fictionary:** Apple Bloom, you don't look so good. (_Back to the pair; Apple Bloom shakes her head and moves on._)

**Apple Bloom:** Don't none of you three worry none, I'm just fine and dandy. (_She tries to buck another tree but misses._) Whoa! (_Teleport._)

**Fictionary:** Do you…want some help?

**Apple Bloom:** Help? (_shaking head emphatically_) No way, no how!

**Fictionary:** But there's no way you can do it all on your own. (_Apple Bloom gets in her face._)

**Apple Bloom: **Is that a challenge?

**Fictionary:** Um…no.

**Apple Bloom:** Well, I'm gonna prove to you that I can do it! (_walking past_) Now if you'll excuse me… (_Close-up of Fictionary; she continues o.s._) …I've got apples to buck.

(_The one who actually got a good night's sleep bites her lower lip nervously and looks after her. Dissolve to a fence in Ponyville, with Scootaloo balanced atop one post on all four hooves. She is looking a bit out of sorts and glances behind her as the sound of galloping steps is heard; zoom out slightly as Apple Bloom skids to a stop._)

**Scootaloo:** There you are!

**Apple Bloom:** (_yawning_) I'm a might' sorry, Scootaloo. I was busy applebuckin' and I guess I…I closed my eyes for a second, and when I woke up, I was late. Now what's this new trick of yours?

**Scootaloo:** (_pointing o.s._) See this contraption?

(_Quick pan in that direction. The contraption in question is a seesaw placed in front of a platform on a scaffold. The high end, marked with an X, is the one closer to the scaffold._)

**Apple Bloom:** (_from o.s._) Uh…yeah.

**Scootaloo:** (_from o.s._) Well, I'm gonna stand on one end. Then you're gonna jump down from that platform, launching me into the air faster than I can take off on my own. Once I'm in the air, I'm gonna do some _amazing_ flips and spins that are sure to impress the Wonderbolts.

(_The following happens during this description. One, zoom in on the low end, with a blue circle being drawn around it as if a Telestrator were being used to diagram a football play. Two, pan/tilt up to the platform, which also gets a circle; a dotted line traces a path down to the high end and another one marks the launch trajectory into the sky. Three, as the camera follows the second line, it traces a jumble of loops and squiggles._)

(_Back to Apple Bloom, whose sleep-deprived brain has found the right gear for a moment._)

**Apple Bloom:** Isn't that a might' dangerous? (_Scootaloo flies over to her._)

**Scootaloo:** (_laughing_) Not for a pony who can fly, even if I was a late bloomer. (_She zips o.s._)

**Apple Bloom:** (_following_) Well, all righty, then.

(_Cut to the base of the scaffold and tilt up to the platform, where Apple Bloom steps into position and looks down over the edge. Her blurred perspective of the seesaw, with Scootaloo standing on the lower end._)

**Apple Bloom:** (_uneasily_) Oh, my. (_Cut to Scootaloo, ground level._)

**Scootaloo:** Ready? (_Zoom out._) One…two…three!

(_Her assistant plunges into view—and completely misses the seesaw, doing a belly flop in the grass._)

**Scootaloo:** (_crossing to her_) Um…maybe I wasn't clear. You're supposed to land _on_ the other end. (_Apple Bloom peels herself up._)

**Apple Bloom:** (_woozily_) Got it.

(_Three more jumps see her land rump first, then on her back, then headfirst—much to the would-be stunt flyer's annoyance._)

**Scootaloo:** Apple Bloom, what the hay is going on? I mean, I thought I was working with Ponyville's best athlete! (_Close-up of said athlete on the end of this; she shakes her head clear._)

**Apple Bloom:** You are! I'm okay, really. I have an idea. Watch this.

(_She grabs the high end of the seesaw and pulls it down._)

**Apple Bloom:** Ta-da!

(_Needless to say, this effort does not please Scootaloo in the slightest; close-up of her face._)

**Apple Bloom:** (_from o.s._) Oh…maybe not. (_Back to her._) Okay, one more try. (_turning to the tower_) I'm sure to get it this time.

(_Scootaloo's end thuds to the ground, collapsing her onto the seesaw when her knees and hocks give out. As she groans woozily, Apple Bloom resumes her spot on the platform and squints to try and bring the rig into focus, seen from her perspective. The image resolves itself and she laughs a bit; back to her._)

**Apple Bloom:** Here I go!

(_She backs up a bit and gallops off the edge, throwing Scootaloo into a hoof-flailing panic._)

**Scootaloo:** WAIT!

(_Too late; gravity does its thing, and the apple-farming pony comes down full force to hurl Scootaloo into the distance._)

**Scootaloo:** (_fading out_) APPLE BLOOOM!

**Apple Bloom:** (_calling after her_) YOU'RE WELCOME!

(_Wipe to the exterior of the library and zoom in the lower balcony, where Fictionary is reading and Vincent is doing some art on the other side of the balcony. In close-up, she is shaken out of it by Scootaloo's approaching scream and a crash that marks one very rough landing. Zoom out slightly; the pegasus is hanging over the railing._)

**Fictionary:** (_puzzled_) Can we help you?

**Scootaloo:** (_weakly_) I think somepony else needs your help.

**Fictionary:** Apple Bloom?

**Scootaloo:** Yep. But, I think she needs a one on one interaction.

(_She passes out and Fictionary mulls the situation over for a second.)_

**Fictionary: **Right, I'll go. Can you stay with Vincent until I get back?

**Scootaloo: **Course. Tell us if you need us and we'll fly right over.

_(The blue unicorn gallops out on the end of this before Vincent could speak.)_

**Vincent: **Uh… about that. I don't like heights.

**Scootaloo: **A pegasus pony who's afraid of heights?!

_(Dissolve to Apple Bloom at work in the orchard, with full apple baskets slung on her back. She bucks a tree, ducks down to grab an apple by its stem in her teeth, and bangs her head on a low branch as she straightens up. The hit sets her entire skull vibrating before Fictionary walks up._)

**Fictionary:** Apple Bloom, can we talk?

(_Apple Bloom scratches at an ear, trying to clear it; close-up of Fictionary, zooming in on her mouth as she repeats the previous line. The words are nearly lost beneath the ringing in Apple Bloom ears._)

**Apple Bloom:** CAN BEES SQUAWK? I DON'T THINK SO!

**Fictionary:** No. Can we talk?

**Apple Bloom:** TWENTY STALKS? BEAN OR CELERY?

**Fictionary:** NO! I NEED TO TALK TO YOU!

**Apple Bloom:** YOU NEED TO WALK TO THE ZOO? WELL, WHO'S STOPPIN' YOU?

**Fictionary:** I NEED TO TALK TO YOU!

(_Cut to Apple Bloom and pan from one speaker to the other in turn._)

**Apple Bloom:** OH! WELL, WHY DIDN'T YOU SAY SO? WHAT YOU WANT TO TALK ABOUT?

**Fictionary:** SCOOTALOO DROPPED IN TO SEE ME TODAY!

**Apple Bloom:** THAT'S QUITE NEIGHBORLY OF HER!

**Fictionary:** YES, EXCEPT THAT SHE CRASHED ONTO MY BALCONY AFTER _YOU_ LAUNCHED HER INTO THE AIR!

(_Back to Apple Bloom; the pans and the shouting both stop at this point._)

**Apple Bloom:** Oh…yeah. (_dropping her head_) I wasn't feelin' quite myself this mornin'.

**Fictionary:** Because you're working too hard and you need help!

**Apple Bloom:** What? Kelp? I don't need kelp. I don't even like seaweed.

**Fictionary:** HELP! YOU NEED HELP!

**Apple Bloom:** Nothin' doin', Fictionary. I'm gonna prove to you, to everypony, that I can do this on my own!

(_Walking away, she clunks her head on the same branch; this hit knocks her eyes out of focus._)

**Apple Bloom:** Ow! Now if you'll excuse me, I gotta go help Sweetie Belle!

(_She stumbles away, nearly dumping her freight of fruit and leaving Fictionary to groan wearily to herself. Dissolve to the exterior of Carousal Boutique and zoom in as an older female voice is heard.)_

**Voice:** Now, Sweetie Belle…

(_On the start of the next line, cut to the shop floor inside, where the speaker—a light blue, deep purple-eyed unicorn mare—is stacking packages at a display case. Her deep pink and deep purple mane and tail are styled in a similar way to Rarity's. Cutie mark: three diamonds. Behind her, an earth pony stallion of about the same age comes down the stairs, carrying a bag in his teeth. pure white coat; long, pale pink mane and tail; square jaw; cutie mark of a microphone. These are Sparkler and High Note, the boutique owners and Sweetie Belle's grandparents._)

**Sparkler:** …are you sure you're up for making the dresses and running the store this afternoon?

(_On the end of this, zoom out to frame Sweetie Belle in the foreground, then shift to show Applejack next to her._)

**Sweetie Belle:** Of course, Nanna. (_Zoom out; Apple Bloom needs a nap._) Plus, I have Ponyville's prize pony to help me out. Why, she's the best designer ever! (_Hard head shake from the other._) Right, Applejack?

(_Apple Bloom's perspective of the white pony—the last two words still scrambled—then back to her as she shakes her head again._)

**High Note:** (_from o.s._) No? (_Cut to him._) You're not the best designer ever?

(_This shot shows his fully open eyes, which are light green._)

**Apple Bloom:** WHAT? OH, NO! (_catching herself_) I mean…don't you fret. I can make anything from dresses to vests in the blink of an eye.

**Sparkler:** (_chuckling a bit, as the couple leaves_) Oh, right. Well, see you later, girls!

(_Zoom in as Apple Bloom shakes her head once more, only to have Sweetie Belle reach into view and stop her._)

**Sweetie Belle:** (_from o.s.) _Stop with the shaking… (_popping into view_) …it's time to get making!

(_Wipe to the design room, where she is eyeing a designers' book in a stand on the table._)

**Sweetie Belle:** All right. I'll get the fabric and sewing machine. Can you get me a sewing needle?

(_Pan to Apple Bloom on the end of this, she has dozed off with her head on the counter, but snaps awake._)

**Apple Bloom:** (_stammering a bit_) Eh…what was that?

(_Her perspective as Sweetie Belle repeats the last three words—now her ears and eyes are both working at half speed—then back to her._)

**Apple Bloom:** A spindle. (_brightening_) Got it.

(_At the cupboard, she eyes the sewing equipment before noticing…_)

**Apple Bloom:** A spindle. Very useful for this task. Okey-dokey.

(_She grabs it in her teeth; and places it near Sweetie Belle._)

**Apple Bloom:** (_from o.s._) What next?

**Sweetie Belle:** (_half speed_) Thread.

**Apple Bloom:** Bread…perfect! (_She crosses to an open refrigerator stocked with it._) That'll get us some energy while we work hard.

(_She puts in on the brench, all while Sweetie Belle is rummaging through the cupboard to find the things she's looking for.)_

**Apple Bloom:** (_from o.s._) NOW WHAT? (_Back to her._)

**Sweetie Belle:** (_from o.s._) A bobbin.

**Apple Bloom:** (_puzzled_) A loggen? Well, loggen must be a fancy word for logs. I'll get that.

(_Now a log had been brought into the boutique.)_

**Apple Bloom:** (_from o.s._) One loggen, comin' up.

(_She extends her head into frame and puts the log near everything else. Back to her._)

**Apple Bloom:** Anythin' else, Sweetie Belle?

**Sweetie Belle:** (_from o.s._) One last thing— I need the drawings for the dresses.

**Apple Bloom:** (_grimacing_) Noring? Oh! That must be fancy talk for chewing. Huh, ah can't chew a log. But ah know beavers can.

(_Outside, she trots from the front door to a group of beavers and gestures for them to come inside; inside, she gets the beavers to chew the log. Back to Sweetie Belle, who has taken no notice and is still looking for the fabrics.)_

**Sweetie Belle:** Now that's gonna be fabulous! (_Pan to Apple Bloom on the end of this and cut to the beavers and equipment brought in._)

**Apple Bloom:** (_from o.s., unconvinced_) If you say so.

(_The misguided words has left a thoroughly messy and untidy room, not to mention having furry critters roaming around. Apple Bloom walked out, just as Sweetie Belle finds the fabrics.)_

**Sweetie Belle:** (_popping out from the cupboard)_ What happened here?! OH! APPLE BLOOM!

_(The beavers run outside and start chewing every tree in sight.)_

(_Clock wipe to a curtain, which is pulled aside by a somewhat frazzled-looking cream earth pony mare—Nursery Rhyme—when she steps into view. Light pink eyes, deep pink mane and tail with the former under a nurse's hat; quilt patch cutie mark. Behind the curtain, Fictionary, Vincent and Spines are framed against a stretch of Ponyville's buildings in late afternoon._)

**Fictionary:** We came as soon as we heard.

**Nursery Rhyme:** (_sighing_) Thank you, Fictionary. We need all the help we can get.

(_On the second half of this, pan across the area: an open-air tent filled with hospital beds, every one of which is occupied by a groaning pony, with others lying on the floor. A second nurse is on duty, and some of the patients have been bandaged up.)_

**Vincent:** Oh, no! What happened?

(_Close-up of a chewed branch on the floor; Spines picks it up.)_

**Nursery Rhyme:** (_from o.s._) It was a mishap with some of the beavers running around.

(_Fictionary recoils for a moment, then regains her nerve._)

**Fictionary:** Apple Bloom!

(_Snap to black._)

Act Three

(_Opening shot: fade in to Apple Bloom and a cart on opposite sides of an apple tree. She falls asleep as soon as she bucks it, but an apple bouncing off her head wakes her up._)

**Apple Bloom:** Wha—? Huh?

(_She trudges off toward the cart. A dissolve shows her in its harness, backing the load toward a tub that rests in a depression between two hillocks. Gravity quickly asserts itself, flipping the whole rig up to vertical so that the fruit tumbles out and Apple Bloom is left on the high end, where she nods off again as her hat falls off. Fictionary approaches._)

**Fictionary:** Apple Bloom, we need to talk:

**Apple Bloom:** Wha—? Huh?...Oh. It's you, Fictionary. (_Yawn._) I know what you're gonna say, but the answer is sill no.

**Fictionary:** Not to upset your apple cart, but _you need help._

**Apple Bloom:** Har-de-har… (_She tries to flip herself down and fails._) …and no, I don't. (_Again._)

**Fictionary:** Here. Let me help.

**Apple Bloom:** Help? (_Again._) No, thanks!

(_Close-up of the nonplussed unicorn as the sounds of Apple Bloom efforts drift over to her._)

**Apple Bloom:** (_from o.s., grunting_) A little more…little… (_Fictionary claps a hoof to her face; a thud._) There.

(_Cut to another tree. Apple Bloom has moved the cart into position and unhooked herself, ready to buck._)

**Apple Bloom:** I'll prove that this Apple can handle these apples. (_bucking repeatedly_) Come on, apples…fall off!

**Fictionary:** AB, I think you're beating a dead…

(_Back to Apple Bloom, then zoom out to show that this tree's branches have no fruit whatsoever and only a very few leaves._)

**Fictionary:** (_from o.s._) …tree. (_One leaf drops loose._)

**Apple Bloom:** I knew that. (_She walks off, Fictionary following._)

**Fictionary:** Actually, Applejack, I had something else to talk to you about. I just came back from Ponyville Urgent Care and—

**Apple Bloom:** You know, I'm a little busy to get lectured right now, Fictionary.

**Fictionary:** But if you'd just let me help—

**Apple Bloom:** Ugh! No, no, _no!_ (_Both stop._) How many times do I gotta say it? (_walking off_) I don't need no help from nopony!

**Fictionary:** (_to herself_) Ugh! That pony is stubborn as a mule! (_Loud braying is heard o.s.; she addresses herself to it._) No offense.

(_Zoom out. A buck-toothed mule is now standing next to her._)

**Mule:** None taken.

(_Dissolve to a stretch of meadow in which several rabbits are cheerfully hopping around and pan across it._)

**Heartsong:** (_from o.s._) Oh, Apple Bloom, thank you _so_ much for offering your herding skills for the annual rabbit roundup.

(_The two come into view on the end of this line, walking through the scene._)

**Apple Bloom:** (_groaning impatiently_) Why are we doin' this?

**Heartsong:** Well, lots of new baby bunnies have been born, so it's my job to get a count of all the new families.

**Apple Bloom:** (_passing her_) Fine. Can we just get on with it?

**Heartsong:** Certainly. But remember, these are bunnies we're dealing with, not cows. They're a timid bunch and need to be treated gently.

**Apple Bloom:** I do not need any direction on corrallin' critters. (_addressing herself o.s._) Right, Hidei?

(_Pan slightly to show that the dog has come up alongside. She barks, setting the noses of two nearby bunnies twitching. Heartsong now directs her words to several others._)

**Heartsong:** Okay, little bunnies. I need you to all gather here in the middle.

(_Ground level on the end of this, whereupon one of Apple Bloom hooves slams down. She is having no part of the soft-touch approach._)

**Apple Bloom:** (_from o.s._) That's right! (_Head-on view._) Let's go, bunnies! In the center! (_Ground level; she continues o.s._) Hop to it!

(_Several of them, panicked, race past a surprised Heartsong._)

**Apple Bloom:** Swell. Just swell.

(_She charges off after the bunnies, scattering some in various directions while others do their best to keep ahead._)

**Apple Bloom:** Put 'em up, Hidei!

(_The canine herder gets into the action, flushing some out of the bushes._)

**Heartsong:** (_from o.s._) Apple Bloom! (_Cut to her._) Hidei! Stop! You're scaring them!

**Apple Bloom:** We know what we're doin'! Get along, little bunnies!

(_Hidei barks and joins Apple Bloom in a fenced enclosure, with a large group of rabbits huddled at one end. The two make a slow advance, Hidei growling quietly; zoom in on the terrified animals._)

**Heartsong:** (_from o.s._) Oh, no…

(_Every eye in the bunch pops wide open in unison, followed by a massed charge and fade to black._)

(_Fade in to the same stretch of Ponyville in which Scootaloo got a bird's-eye view of the Act One cattle ruckus. She rises to roof level again, sees the approaching dust cloud, and yells…_)

**Scootaloo:** STAMPEDE!

(_...with the same results. Ponies galloping everywhere, shutters closed, welcome mat pulled in and front door slammed—only this time, there is no Mayor to try and calm everyone down. The bunnies hop along at breakneck speed and detour around one earth pony mare who faints in the middle of the street. She is light pink, with light aquamarine eyes, a long turquoise with light turquoise streaked mane/tail, and has some ocean waves as her cutie mark—informally nicknamed Aura. Zoom out overhead and fade to black._)

(_Fade in to Fictionary, trotting along the street and humming cheerfully to herself. She stops short with a gasp, seeing not one but three unconscious earth pony mares before her. One of the two extras has a two-tone purple mane/tail, a green coat, and a lime cutie mark; she will later be identified as Key Lime. The last pony is Peachy Pie. The three come to in turn; when Key Lime opens her eyes, they are seen to be deep blue._)

**Key Lime: **The horror! The horror!

**Aura:** It was awful!

**Peachy Pie:** A disaster! (_Back to Fictionary; she continues o.c._) A horrible, horrible disaster!

(_The cause of which has Fictionary mystified, since the street is empty and quiet._)

**Fictionary:** I don't get it.

**Aura:** (_rushing to ruined vegetable patch_) Our gardens, destroyed!

**Key Lime:** (_racing to denuded flowerpots_) Every last flower, devoured!

**Peachy Pie:** (_still lying in street_) By…by… (_pointing o.s._) …_them!_

(_A cut and pan reveals the bunnies chowing down on every bit of greenery in sight._)

**Heartsong:** (_from o.s., panicked_) Oh, my…oh, please stop, little bunnies… (_Stop on her._) …oh…no, no…please, let's go home… (_chasing a few_) …no…oh…oh, my goodness!

**Fictionary:** All right. (_Zoom in to extreme close-up._) Enough is enough!

(_Dissolve to Apple Bloom, at the base of a tree and with baskets on her back. Zoom in slowly._)

**Apple Bloom:** (_bucking weakly_) Must…keep…buckin'...just…a few…more… (_Fictionary trots up._) …must…finish…harvestin'…

**Fictionary:** All right, Apple Bloom. Your applebucking hasn't just caused _you_ problems. It's over-propelled pegasus, practically paralysed plenty of ponies, and terrorized bushels of brand-new bouncing baby bunnies. I don't care what you say, _you need help!_

(_One more buck brings down a double basketful of apples._)

**Apple Bloom:** Hah! No, I don't. (_Cut to Fictionary, surprised; she continues o.s._) Look, I did it!

(_Slow pan across the orchard; every visible tree has been cleaned of its fruit._)

**Apple Bloom:** (_from o.s._) I harvested the entire Sweet Apple Acres without your help. (_Back to her._) How d'you like _them_ apples?

(_Zoom out slightly to frame Babs Seed, who has come up next to her._)

**Babs Seed:** (_gesturing with head_) Um…how do _you_ like _them_ apples?

(_A camera shift and pan reveal that on the side he has indicated, half the orchard still has not been worked. Apple Bloom's panicked shudder is heard, back to her on the start of the next line._)

**Apple Bloom:** (_deliriously_) Where'd all the apple…

(_Her speech degenerates into unintelligible mumbling as her eyes go out of focus, and she totters back and forth before finally crashing to the ground. Snap to black._)

**Fictionary:** (_voice over, echoing_) Apple Bloom!

(_The black screen splits horizontally in time with this as if it were an opening eye, revealing the unicorn's fuzzy, upside-down image—Apple Bloom's perspective. Normal vision and sound restore themselves quickly._)

**Fictionary:** Apple Bloom!

**Apple Bloom:** (_weakly_) Huh? (_Cut to both._)

**Fictionary:** Oh, good. You're okay. Now, Apple Bloom, I completely respect the Apple family ways.

(_Overhead close-up of the physically and mentally exhausted pony._)

**Fictionary:** (_from o.s._) You're always there to help anypony in need, so maybe you can put a little of your stubborn pride aside and allow your friends to help you.

(_On the second half of this, Applejack looks nervously off toward the trees that still need harvesting. Long pause after Twilight finishes._)

**Apple Bloom:** (_quietly_) Okay, Fictionary.

**Fictionary:** I am not taking no for an answer. (_realizing what Apple Bloom said_) What?

**Apple Bloom:** Yes, Fictionary. (_putting front hooves together beseechingly_) Yes, please. I could really use your help.

(_Smiling, Fictionary chuckles to herself and lets off a relieved little sigh._)

(_Dissolve to Scootaloo at a tree; she bucks it so that the fruit falls into a cart and pulls it away. Slow pan across the fields as Fictionary narrates. Heartsong lets apples from another tree drop into baskets on her back, Sweetie Belle carries two full ones away, and Fictionary levitates apples off a large stretch of trees and moves them to fall into three huge tubs._)

**Fictionary:** (_voice over_) "Dear Princess Luna: My friend Apple Bloom is the best friend a pony could ever have, and she's always there to help anypony. The only trouble is, when she needs help, she finds it hard to accept it. So while friendship is about giving of ourselves to friends, it's also about accepting what our friends have to offer. Your faithful student, Fictionary Van Filly."

(_As she finishes, Apple Bloom—now properly rested—pushes a beverage cart into view; it carries six bottles of apple juice, complete with straws._)

**Apple Bloom:** How about y'all take a little break? (_Cut to Scootaloo, Heartsong, and Twilight in turn; she continues o.s._) I got some fine apple juice waitin' for you.

(_They gather at a table where she has set up the drinks. Babs Seed is also with her._)

**Apple Bloom:** (_sighing_) Girls, I can't thank you enough for this help. I was actin' a bit stubborn.

**Fictionary:** A bit?

**Apple Bloom:** Okay, a might' stubborn. And I'm awful sorry. Now, I know the town gave me the Prize Pony award, but the real award… (_Her perspective of the other five._) …is havin' you five as my friends. (_Spines walks up as they drink._)

**Scootaloo:** Phew! That applebucking sure made me hungry. (_Close-up of Spines._)

**Spines:** (_Running away from some beavers) _Maybe later!

(_Zoom out slightly; Babs Seed watches him go, and she giggles at the sight._)

**Babs Seed:** Oh no! Spines, what's gotten into you! Where'd they come from?

**Spines:** From the pond I think!

**Ponies:** (_Apple Bloom and Heartsong in frame, others o.s._) AHHH! (_They start to leave._)

**Spines:** (_o.s._) HELP!

(_Collective sounds of galloping hooves as the view "irises out" to black._)


	6. Heart Of A Dragon

Prologue

(_Opening shot: fade in to a long shot of a large sod-roofed cottage situated just beyond a small brook, with Heartsong standing on the bridge that spans it. Birdhouses hang from every branch of a nearby tree, with others mounted atop a shrub and among the roof sods. Rabbits and other cute critters run free over the grounds, and a henhouse stands behind the structure. This is the first time that Heartsong's house has been seen on camera. It is daytime._)

(_Picking up some fish in her mouth from a handy basket, she jumps into the brook. Under the bridge is a tunnel dug into the earth, with a small dock at its mouth. As she wades past, she tosses two more fish onto the dock and a pair of ferrets emerge to retrieve them. Next, she flies up to a few birds nesting in a tree and spits a mouthful of worms to them; it takes her a second to clear the taste from her mouth, and she blushes before dropping to the ground. Here, a small house has been set up for her rabbit Ringo, who is chewing on a carrot. A wooden sign in this same shape hangs above the door, and she had her photo album with her. Some pictures involve her as a filly growing up in Cloudsdale. Then, when she flips a page, there is a photo of an angry dragon and her parents fighting it, and then it shows the 2 severally injured when they come home from the hospital. She sighs for a moment, but instantly smiles a little when she sees Ringo._)

**Heartsong:** Not too fast now, Ringo bunny. (_Close-up of him; she continues o.s._) You wouldn't want to get a tummyache.

(_His happy appetite evaporates in a flash, and he gives her annoyed look and drops the carrot, wiping his paws to show he wants no more. Heartsong is briefly taken aback, then laughs a bit._)

**Heartsong:** You really should eat more than that, don't you think? (_It hops away; she grabs the carrot in her teeth._) It's not playtime yet!

(_Overhead view of Ringo, with Heartsong flying to overtake him; at ground level, the rabbit stops short as she lands and sets the food down. No soap._)

**Heartsong:** I know you want to run, but… (_Close-up of him; she continues o.s._) …just three more bites. (_Head shake._) Two more bites? (_Again; she pushes it closer._) One more bite? (_leaning into view_) Pretty please?

(_Ringo's reaction to this entreaty is to kick the carrot away and hop back the way he came. Her sigh is answered by his cough._)

**Heartsong:** Oh! (_She flies to Ringo, who looks intently up o.s._) Goodness! Are you okay? (_Cough._) Are you coughing because there's a carrot stuck in your throat? (_Louder._) Because you need some water?

(_Even louder cough, sounding like someone who has smoked two packs a day for a decade. The cute little brown rabbit lifts Heartsong's chin to aim her eyes in the direction he has been looking. Cut to a long shot of the problem: a plume of thick black smoke issuing from a distant mountain peak. A gasp from the o.s. pegasus; she then stands up into view. On the next line, she turns 180 degrees to take in the extent of the pollution wafting toward Ponyville, the camera panning to frame it._)

**Heartsong:** Because of that giant cloud of scary black smoke?

(_She gets a carrot to the back of the head; cut to Ringo on the ground, fed up at her previous obtuseness._)

**Heartsong:** (_from o.s._) I'll take that as a… (_Cut to her._) …yes.

(_Fade to black._)

OPENING THEME

Act One

(_Opening shot: fade in to a long shot of Ponyville and the leading end of the black plume. Cut to the park, where ponies are enjoying the fine weather._)

**Heartsong:** (_from o.s._) Help! (_flying into view_) Help! Please? Help? There's…there's a horrible cloud of smoke! It's headed this way and—

(_She completely fails to get even one pony's attention, and ducks with a cry to avoid a ball that comes flying at her. Before it can hit the ground, Scootaloo flashes in and starts bouncing it up off her forehead and rump._)

**Scootaloo:** Don't be such a scaredy pony. It's just me, future Equestria ball-bouncing record holder. (_Babs Seed arrives to watch._) Two hundred forty-six, two hundred forty-seven…

**Babs Seed:** This calls for a celebration! (_She zips away; the smoke reaches the park._)

**Heartsong:** Oh, no, Babs Seed, this is no time for celebration. This is a time for panic, for— (_Babs Seed pops up._)

**Babs Seed:** Ooh! I'm gonna need balloons! (_hopping away_) One for everypony in Ponyville!

**Heartsong:** (_following her_) There's…there's smoke, and…and where there's smoke, there's fire, and—

(_Babs Seed hits the brakes with no warning, so that Heartsong rams into her and is briefly knocked silly._)

**Babs Seed:** Let's see.

(_Her perspective, panning across the park; she points around while counting off._)

**Babs Seed:** That's one, two, three, four, five, six… (_Stop on Scootaloo._)

**Scootaloo:** (_under end of previous_) …two hundred fifty-four, two hundred fifty-five…no, wait…

(_Babs Seed rushes into view to count her as well, causing the ball to miss Scootaloo's head and land under her wing._)

**Babs Seed:** …seven… (_Exasperated sigh from Scootaloo._)

**Scootaloo:** Babs Seed, now I have to start over! (_Heartsong joins them._)

**Heartsong:** We're _all_ gonna have to start over, in a new village— (_Scootaloo takes off._) —'cause ours is gonna be— (_Close-up of her._)

**Babs Seed:** (_from o.s._) Hey, Scootaloo, wait up! (_Zoom out from her through the happy ponies._)

**Heartsong:** Oh, please, this is an emergency. I need everypony to—

**Fictionary Van Filly:** (_from o.s._) LISTEN UP!

(_Cut to her on a bridge over the stream running through the park, with Spines on her back, Vincent by her side, and zoom in._)

**Fictionary:** Smoke is spreading over all of Equestria! (_Back to the crowd; shocked reaction._)

**Heartsong:** (_jumping into view in distance_) That's what I've been trying to—

**Fictionary:** (_from o.s._) But don't worry. (_Cut to her and pan to the crowd._) I've just received a letter from Princess Luna informing me that it is not coming from a fire.

**Heartsong:** Oh, thank goodness.

**Fictionary:** (_from o.s._) It's coming from a dragon!

(_The mild-mannered pegasus sucks in a gasp that would inflate a small blimp as her eyes pop._)

**Heartsong:** A….d-d-d-dragon?

(_Dissolve to the exterior of the library, under a sky that has darkened under the spreading smoke. Zoom in slowly._)

**Apple Bloom:** (_from inside_) What in the name of all things cinnamon-swirled is a full-grown dragon doin' here in Equestria?

(_On the second half of this line, cut to Fictionary inside, studying book from a stack; rolled-up documents rest nearby. She closes the book with her magic and sets it aside._)

**Fictionary:** Sleeping.

(_Pan to her five friends, none of whom can believe their ears._)

**Others:** Huh?

(_Close-up of her saddlebags standing on the floor; she magically opens one and packs a book into it as she continues._)

**Fictionary:** (_from o.s._) According to Princess Luna, he's taking a nap. (_Back to her._) His snoring is what's causing all this smoke. (_To Apple Bloom, Babs Seed, and Sweetie Belle._)

**Babs Seed:** He should really see a doctor. That doesn't sound healthy at all.

**Sweetie Belle:** Well, at least he's not snoring fire. What are _we_ meant to do about it?

**Scootaloo:** (_from o.s._) I'll tell you what we're meant to do. (_Cut to her, hovering a few feet up._) Give him the boot! (_kicking the center table's horse-head bust_) Take that!

(_A spell from Fictionary's balances it before it can topple._)

**Scootaloo:** And that!

(_She rushes at it, but misses due to Fictionary's last-second levitation. A thud from o.s.; it goes back on the pedestal, and Scootaloo is seen sprawled upside down against a wall._)

**Fictionary:** We need to _encourage_ him to take a nap somewhere else. (_as Scootaloo gets up_) Princess Luna has given us this mission, and we must not fail. (_The speedster stands to attention and salutes._) If we do, Equestria will be covered in smoke for the next one hundred years.

(_Cut to Heartsong on the end of this; she recoils in horror with a gasp, and the camera pans to Babs Seed and Sweetie Belle._)

**Sweetie Belle:** Hmph! (_to Babs_) Talk about getting your beauty sleep.

**Fictionary:** (_from o.s._) All right, everypony. (_Her saddlebags close._) I need you to gather supplies quickly.

(_The bags rise off the floor and settle on her back._)

**Fictionary:** We've got a long journey ahead of us. (_The others gather around her._) Let's meet back here in less than an hour.

**Scootaloo:** (_looping in air, throwing hooves around Babs', Sweetie's necks_) Okay, girls, you heard her! The fate of Equestria is in our hooves! Do we have what it takes?

(_Apple Bloom, Babs Seed, and Sweetie Belle rear up and voice their own affirmative responses. As they hustle out the door, Scootaloo joins them—but Heartsong hangs back._)

**Heartsong:** Um, actually…

(_Wipe to Scootaloo's cloud house. She flies to one of the rainbow ponds at its edge, from which a waterfall trickles toward the ground, and daubs a stripe of the material under each narrowed eye. Throwing a defiant growl and fierce grin toward the camera, she is framed in a letterbox shot, with her shadow superimposing itself several times behind her. Freeze frame._)

(_Quick pan to a fullscreen shot of Sweet Apple Acres. Four of five local members of the Apple family—Apple Bloom, Applejack, Little Macintosh, Granny Smith—are gathered around a pair of open saddlebags on the ground. As the camera zooms in, Jack drops in a bottle of apple juice, Granny pulls one bag closed with her teeth, and Macintosh loads them onto Apple Bloom's back with some effort. Once the red-haired pony straightens up under the weight, she rears up and leaps sideways with a yell. Letterbox freeze frame, as before._)

(_Quick pan to a fullscreen shot of the barn of set farm, from which Babs Seed emerges wearing her own saddlebags, a pair of sunglasses, and a big goofy grin. One bag pops open, scattering un-inflated balloons everywhere; she giggles for a second, then catches herself._)

**Babs Seed:** Oh, I mean… (_striking tough rear-legged pose_) …grrrr!

(_Letterbox freeze frame, as before. Quick pan to the Carousel Boutique, then zoom in quickly and cut to Sweetie Belle inside. She has put on a camouflage Army helmet, with a few leaves and branches attached to improve the disguise, and carries her saddlebags in her teeth. After catching her reflection in a mirror, she drops the bags and zips back to it, disgusted._)

**Sweetie Belle:** Ewwww!

(_Off she goes, returning a moment later with new headwear: a broad-brimmed hat, still done in camo colors but with a long pink plume instead of the branches._)

**Sweetie Belle:** Much better. Onward!

(_Letterbox freeze frame, as before. Quick pan to Heartsong's cottage, zooming in on the front door whose top half is open. She nudges the bottom half open and steps out, wearing a football helmet, a baseball catcher's chest protector, an inner tube around her midsection, and "floaties" on all four legs. The top half swings shut, making her jump a bit. Letterbox freeze frame, as before._)

(_Cut to a letterbox screenful of black smoke, with images of the five freeze-frames dropping in from right to left to tile in the view._)

**Apple Bloom:** Let's go! (_All but Heartsong zip away._)

**Heartsong:** Um…let's not?

(_She puts her hoof to her mouth as the five strips slide away up and down. Tilt down to frame Fictionary, walking down the line to review the troops; they have done away with all except the saddlebags. Vincent is walking alongside Fictionary with a map in his wing._)

**Fictionary:** All right, girls, listen up. Vincent and I are mapping out the fastest route, but we've all got to keep a good pace if we expect to make it up the mountain by nightfall. (_Heartsong falls out of line._)

**Heartsong:** Mountain? So, that would mean that would take a while to get to the cave, right?

**Fictonary:** (_pointing to the peak_) The dragon is in that cave at the very top. (_Cut to Apple Bloom and Scootaloo._)

**Apple Bloom:** Looks pretty cold up there.

**Scootaloo:** You bet it is! The higher you go, the chillier it gets. (_Pan to Sweetie Belle._)

**Sweetie Belle:** Good thing I brought my scarf.

(_A quick dig in her saddlebag brings one up, striped in two shades of pink._)

**Babs Seed:** Ooh, pretty! (_Sweetie Belle settles it around her neck._)

**Scootaloo:** (_laughing sarcastically_) Oh, yeah. _That'll_ keep you nice and cozy.

**Vincent: **Is she always like this?

**Sweetie Belle: **(_Sighs_) Ever since fillyhood.

(_Zoom in on a visibly unsettled Heartsong as she finishes. A glance up at the dizzying, fume-choked summit prompts one hard swallow from her. Fictionary takes no notice, levitating a map from her bag and studying it when the camera cuts to behind her._)

**Heartsong:** (_from o.s._) Um…excuse me, Fictionary? (_Head-on view of both._) I know you're busy, but—

**Fictionary:** (_not paying attention_) Uh-huh. Well, we could go this way.

**Heartsong:** —but if I could just have a second—

**Fictionary:** Uh-huh. No, we want to avoid _that_.

**Heartsong:** So, um, I was thinking that, um, maybe I should just stay here in Ponyville.

**Fictionary:** Uh-huh.

**Heartsong:** (_brightly, walking o.s._) Oh! Good. I'll stay here and—

(_Only now does the fearless leader realize what Heartsong is talking about._)

**Fictionary:** Wait! You have to come. (_Pan to the exiting Heartsong, putting her o.s._) Your way with wild animals will surely come in handy.

**Heartsong:** I don't think I— (_The top of Spines' head crosses before her._)

**Fictionary:** (_from o.s._) Oh, and don't worry about your little friends in the meadow. (_Tilt down; several have come with him._) Spines' got it covered while you're gone.

**Spines:** You can count on me.

(_Ringo pops up on his head and gives it a good thumping with one leg, scaring all the other critters away._)

**Spines:** (_running after them_) Hey! Hey! Wait!

(_Fictionary rolls up the map and stows it._)

**Fluttershy:** I don't really think he's up to the task.

**Vincent: **I think Spines may need a hoof.

(_The light blue unicorn nods at Vincent, and the yellow pegasus colt galloped after him._

_Fictionary walks off._)

**Heartsong:** Maybe…but…but… (_Tiny little whimper; Scootaloo takes Fictionary aside._)

**Scootaloo:** Are you sure you want Heartsong to come along? I mean, that pony loves her animals, and she wouldn't want to hurt one's feelings.

**Fictionary:** Oh, she's just a little twichy. Once we get going, I'm sure she'll be fine.

(_A yelp from the scaredy pony draws their attention; a close-up and quick zoom out from her trembling face reveals that Scootaloo's words were exactly on point as she takes her time to absorb the things surrounding Fictionary's library. Heartsong looks into a bush to find some bunnies as Scootaloo gives the unicorn a "told you so" look. The other three supporting players are ready to go; Sweetie Belle has put her scarf away, and Babs is blowing up a balloon._)

**Fictionary:** (_from o.s._) All right, girls!

(_The balloon slips out of Babs' mouth and veers around as it deflates, finally landing on her head._)

**Fictionary:** Move out! (_They do so, straight toward Heartsong—now out of the bush._)

**Heartsong:** But…but…

(_She gets caught up in the small-scale stampede and is carried screaming toward the mountain. Tilt up to its murky peak and snap to black._)

Act Two

(_Opening shot: fade in to the mountain peak, which trembles as a low, guttural noise is heard. Imagine the world's largest Evinrude outboard motor, scaled up by a factor of several thousand, and in desperate need of a tune-up. Smoke boils out; cut to an overhead view of the six, Scootaloo hovering overhead and Heartsong diving behind Apple Bloom with a panicked gasp._)

**Scootaloo:** Whoa! What was that? (_Long shot of them on the mountain's grassy foot slopes._)

**Fictionary:** That is what it sounds like when a dragon snores. (_Heartsong peeks up._)

**Heartsong:** Wow! That's…

(_Her perspective of the near-vertical ascent, tilting up to frame the peak._)

**Heartsong:** …high. (_Scootaloo leans in._)

**Scootaloo:** Well, it _is_ a mountain! (_turning to face upward_) I'm gonna fly up there and check it out.

(_She tries to do so on the end of this line, but Apple Bloom's favourite grab-the-tail-in-the-teeth move stops her. Cut to them; she lets go._)

**Apple Bloom:** Hold on now. I think we should all go up together. (_The other four; she continues o.s._) Safety in numbers and all.

**Scootaloo:** (_sulkily_) Oh, all right.

(_The scenery dissolves around her to a stretch of rock face; zoom out to show her glumly winging her way up a slope as all others but Heartsong muscle ahead on leg-power. The camera works its way back to frame Sweetie Belle on the next line, as well as Fictionary in the rear, who studies her map before rolling it up._)

**Sweetie Belle:** I hear the only thing that sparkles more than a dragon's scales are the jewels they use to build their nests. (_Long shot of the five ponies._) Ooh! If I play my cards right, I might be able to convince him to part with a few! (_She and Babs stop._)

**Babs Seed:** (_scratchy voice_) Welcome to my cave, Sweetie Belle! Care for a diamond?

(_The orange joker's jape irks Sweetie Belle for a moment until she growls, prompting a round of laughter from all but Twilight._)

**Fictionary:** Girls! (_All silent._) This is no laughing matter! (_Close-up._) Heartsong, you're the expert on wild creatures. What do you think the dragon will be like?

(_Getting no response, she stops to look around, as do the other three land-bound travelers._)

**Fictionary:** Heartsong? (_Scootaloo looks down._)

**Scootaloo:** Hey!

(_Cut to her perspective of the mountain's foot; Heartsong peeks out behind a bush._)

**Scootaloo:** What are you waiting for? (_The entire group._) An invitation?

**Babs Seed:** Ooh! (_ducking away_) I think I have one in my bag!

(_She instantly comes up with one in her teeth, releasing a burst of confetti, streamers, balloons, and noise that scare the daylights out of the pegasus and do little for Sweetie Belle's mood._)

**Heartsong:** It…it's so…so…steep.

**Scootaloo:** Well, it _is_ a cliff! You could just…oh, I don't know…_fly_ up here?

**Babs Seed:** Come on, Heartsong, you can do it! (_waving a hoof_) Flap those wings!

**Heartsong:** Oh…okay.

(_With her eyes squeezed shut, she starts flapping and is soon at eye level with the rest of the group. She then commits a variation on the classic fear-of-heights mistake by looking up instead of down, just in time for another of the dragon's rumbling snores. She flies slower when she hears it, and is very worried. Scootaloo groans in disgust, covering her eyes, while Twilight and Applejack watch from up the hill._)

**Fictionary:** (_groaning_) We don't have time for this! (_Apple Bloom pulls out the map with her teeth._) What are you doing? (_Answer: studying it._)

**Apple Bloom:** I'll need this if I'm gonna take her around the mountain another way. (_Loud groan from Scootaloo._)

**Scootaloo:** _Around_ the mountain?

(_Apple Bloom bolts downhill; cut to her as she slides along._)

**Scootaloo:** (_from o.s._) That's gonna take them forever!

(_Just after the earth pony reaches the pegasus, another snore from the leviathan shakes the mountain and causes the latter to fly backwards a little and nearly bump into a rock. A goat's bleat is heard as she stops; Apple Bloom addresses herself._)

**Apple Bloom:** Don't worry, Fic. (_Cut to Fictionary; she continues o.s._) We'll be there lickety-split.

(_The unicorn's concern deepens as she turns her gaze to the foul black stream advancing steadily over the hills. Dissolve to a tic-tac-toe game drawn in the dirt. Sweetie Belle's nose is barely visible at left; across from her, Babs Seed leans down to draw an O in the only open square with hers, winning the game. Zoom out to frame both of them and Fictionary, who paces in the distance; the ground is covered with other games, and they are on a plateau._)

**Babs Seed:** Woo-hoo! I win again! (_Disgusted sigh from Sweetie Belle._)

**Sweetie Belle:** That's thirty-five games in a row. (_smiling_) Best of seventy-one?

(_As Fictionary and Scootaloo keep a lookout, they hear panting in the distance and soon see Apple Bloom coming up around a bend. Heartsong is hovering just above her very slowly and looking shaky.)_

**Apple Bloom:** We…made…it. (_She collapses; Scootaloo is now hovering upside down._)

**Scootaloo:** (_to Fictionary_) Told you it was gonna take them forever.

(_Fictionary has no answer for this. Wipe to an overhead shot of the group; Babs Seed is well ahead of Heartsong, who still won't move to fast and Apple Bloom is staying with her. Farther ahead of these three, Sweetie Belle is slightly behind Fictionary, while Scootaloo soars over them all. In close-up, the three walking leaders check the map, which Fictionary magically rolls up and puts away after a moment. They stop short, finding themselves at the edge of a dropoff; Scootaloo gallops up and easily leaps the gap with a little help from her wings. Fictionary is next, then Sweetie Belle, but Heartsong can only swallow hard and stare across at the others, now joined by Babs Seed._)

**Fictionary:** Your turn, Heartsong.

**Heartsong:** But…it's so… (_turning head away_) …wide.

**Fictionary:** (_impatiently_) Come on, Heartsong! We should be much farther along by now.

**Apple Bloom:** (_encouragingly_) You could just leap on over. (_Heartsong peeks past the edge._)

**Heartsong:** I…

(_A fresh snore and billow of smoke cut her off; she yanks her head back and curls into a shivering little ball._)

**Heartsong:** I don't know.

(_Both Fictionary and Apple Bloom shake their heads disappointedly, but Babs Seed is her usual cheerful self._)

**Babs Seed:** There's nothing to be afraid of! (_jumping to edge_) It's just a hop, skip, and a jump!

(_And with one nimble bound, she is back on Heartsong's side._)

**_Soft-shoe piano intro, then fast 4 (C major)_**

**Babs Seed:** See? _(Singing) _

It's not very far, just move your little rump

You can make it if you try with a hop, skip, and a jump

(_She adds a shake of her hindquarters to make the point before leaping across._)

**_Music pauses_**

**Fictionary:** We don't have time for this!

**_Music resumes; steadily increasing tempo_** (_as Babs Seed jumps back and forth_)

**Babs Seed: **_(Singing)_ A hop, skip, and a jump, just move your little rump

A hop, skip, and a jump, a hop, skip, and a jump

A hop, skip, and a jump, a hop, skip, and a jump

A hop, skip and a jump

(_Heartsong's eyes flick back and forth to follow the performance, which ends with Babs Seed back on the far side, and she finally smiles and stands up._)

**_Song ends_**

**Heartsong:** Okay…here I go. (_doing motions slowly_) A hop… (_Next three lines overlap._)

**Apple Bloom:** That's it.

**Fictionary:** You got it.

**Sweetie Belle:** Almost there.

**Heartsong:** Skip… (_She skips over the edge, eyes closed._)

**Fictionary:** Just don't look down!

(_During this line, cut back to Heartsong, who opens her eyes and makes exactly that mistake. Cut briefly to her perspective of the empty space beneath her hooves, her vision blurring out of sheer panic as she begins to take the big dive. The camera cuts to a close-up of her; there is barely time for her to get out one tiny moan before she suddenly stops dead. When the camera zooms out, she is seen to have one pair of splayed hooves on each edge of the gap—which is, in fact, barely more than one pony wide. While Fictionary manages the best smile she can at the weak humor of the situation, Scootaloo claps a hoof to her face with a groan. Heartsong looks embarrassed and hovers to the other 5._)

**Heartsong:** I guess I forgot to jump, and the gap wasn't that wide.

(_Wipe to yet another section of the trail leading up this craggy mountain and tilt down slightly to frame the group making headway. Cut to a slow pan along the rock wall lining one side._)

**Fictionary:** (_from o.s., softly_) Let's keep it down. (_Cut to her and Apple Bloom._) According to my map, we're entering an avalanche zone. The smallest peep could cause a huge rockslide.

(_Very unsettling news for the other five, who stop in their tracks—or above them, in Scootaloo's and Heartsong's case._)

**Heartsong:** An…an ava…ava…

**Fictionary:** Shhh!

(_They move ahead, taking care to put their hooves down as lightly as possible. Scootaloo brushes through some leafy branches as she flies along, causing a couple of leaves to drop loose and zigzag slowly toward the ground. One of them makes the barest contact with Heartsong's rump, but it is more than enough to set her off._)

**Heartsong:** _AVALAN—_

(_Apple Bloom silences her with a hoof over her mouth, and all glance nervously around as the echo of her cry dies away, the camera backing up in steps. When it has nearly faded out, all sigh in relief—and then the terrain begins to shake and rumble. A few pebbles clatter down from above, replaced by larger rock fragments in very short order._)

**All: **(_from o.s._) AVALANCHE!

(_Pandemonium, with Fictionary sprinting out from beneath a falling boulder, Sweetie Belle doing a serpentine through other slabs, and Apple Bloom leaping across their tops only to hit a freshly landed one face first. In midair, Scootaloo uses a few of her tricks to stay ahead of the collapse Heartsong tries to dodge them too._)

**Fictionary:** (_looking behind herself_) Oh, no! Help!

(_The apple farmer dives across to plow her out of a tumbling rock's path, and another one lands just in front of the camera to black out the screen._)

(_Fade in to a cloud of dust, which clears to reveal five badly shaken ponies coughing the last of it out of their lungs. The avalanche has left a broad mass of rock and earth across the trail, almost completely blocking it._)

**Apple Bloom:** Oh, my! (_Coughing stops._) Everypony okay?

**Fictionary:** Thanks to you, I am.

(_Heartsong pokes her head out of some collapsed dirt. Pan from her to Babs Seed, bouncing happily in place, and a very filthy and discomfited Sweetie Belle._)

**Sweetie Belle:** Ugh. (_She shakes herself clean, transferring dirt to Pinkie._)

**Babs Seed:** Woo-hoo! Let's do it again!

**Sweetie Belle:** (_sighing disgustedly_) This is why a girl always packs extra accessories.

(_She whips her scarf out of her saddlebags and puts it on in a close-up, then eyes her gear with concern._)

**Sweetie Belle:** Oh, _please_ tell me I brought the tiara that goes with this. (_Zoom out; Scootaloo hovers before her._)

**Scootaloo:** Uh, think we got bigger problems than making sure our hair bows match our horseshoes!

(_A longer shot reveals that she is referring to the landslide on the trail, which has left only a narrow path open along the edge. Heartsong lets off an almost inaudible sigh; Babs Seed is now clean again._)

**Heartsong:** Sorry.

**Apple Bloom:** (_forcing a smile_) Aw, no big whoop, sugar cube.

**Fictionary:** Yeah! We'll just have to… (_Reality sets in; her face falls and she sighs resignedly._) …climb over.

(_They begin to do so most unwillingly. Dissolve to a patch of this new and unforgiving terrain; an exasperated Rainbow winging it overhead with Heartsong following at a much slower pace. A wipe changes the view to the other side of the fall, where Fictionary jumps down onto the trail, followed by Scootaloo's swoop. Sweetie Belle slides down into Apple Bloom by accident, who in turn knocks over Babs Seed; a cloud of dust, and all three are in a pile at the bottom. Scootaloo grabs one of Sweetie Belle's hooves and starts to pull her free._)

**Sweetie Belle:** My apologies.

**Scootaloo:** Not your fault.

(_Cut to the group, now just short of a ledge on which the mouth of a cave can be seen. Fictionary has the map open and floating in front of her, but rolls it up and stows it after a moment._)

**Scootaloo:** Still think it was a good idea to bring Heartsong along?

**Fictionary:** We're about to find out.

(_They stop. Cut to the cave mouth and zoom out; the group has reached it, and the smoke is pouring out._)

**Fictionary:** We're here.

(_Fade to black._)

Act Three

(_Opening shot: fade in to the six at the cave mouth. Fictionary thinks hard for a moment, then composes herself and turns to Sccotaloo, keeping her voice down until further notice._)

**Fictionary:** Scootaloo, you'll use your wings to clear the smoke.

**Scootaloo:** Mmm-hmm.

(_She goes into a crouch and takes off straight up into the haze._)

**Fictionary:** Sweetie Belle and Babs Seed, you'll create a diversion to distract the dragon if things get a little hairy in there.

(_Babs Seed zips away, leaving Sweetie Belle to gape after her; she comes up with a rubber chicken and swings it back and forth in her teeth, holding it by the head as if she were a fox raiding the henhouse. The spectacle leaves both Sweetie Belle and Fictionary at a total loss for words._)

**Fictionary:** Apple Bloom, you're ready with the apples in case he decides to attack.

(_During this line, cut to Apple Bloom, who has two apples in her mouth. She flips them backwards overhead, then delivers two one-legged bucks that propel them straight toward a nearby tree. They splatter against the trunk on impact, and she throws a fierce smile to the camera._)

**Fictionary:** (_pacing before others; Scootaloo has rejoined them_) But it shouldn't come to that, because Heartsong will do what she needs to do to wake him up. And between the two of us, we should be able to get him to understand why he needs to go. Is everypony ready?

(_Four out of five indicate that they are; the fifth is scared out of her wits and crouched almost low enough to be a throw rug._)

**Fictionary:** Okay, then. We're going in!

(_She slowly enters the cave. Cut to a close-up of her on the move, seen from the legs down; during the next line, cut to frame all of her._)

**Fictionary:** So, what _is_ the best way to wake up a sleeping dragon without upsetting him? (_She stops and looks around._) Heartsong?

(_A look back toward daylight tells her that she is the only pony in the cave at the moment; she starts back out._)

**Fictionary:** (_fed up_) Oh, come on!

(_Wipe to Heartsong, who has gone beyond a terrified crouch to literally burying her head in the sand—or dirt, as the case may be. Fictionary walks up and resumes her normal speaking volume._)

**Heartsong:** Come on! (_Grab wing in teeth; pull her out._) We have to do this! (_Head-butt her from behind._) Now!

(_Scootaloo gets into the act, bumping Fictionary from behind to drive her into Heartsong again._)

**Fictionary:** Every… (_Cut to Scootaloo, shoving; she continues o.s._) …second longer that dragon… (_Sweetie Belle pushes on Scootaloo._) …sleeps is another… (_Apple Bloom shoves Sweetie Belle._) …acre of Equestria that is covered in…

(_On the end of this, cut to a close-up of Heartsong's front hooves, which she has dug in to hold her position. The camera then shifts to frame all five._)

**Fictionary:** …smoke!

(_Babs Seed, the only one missing from this tableau, does her pony-cannonball act and slams into Apple Bloom back. Head-on view of the recalcitrant pegasus._)

**Heartsong:** I… (_Five heads pop out behind her._) I…I can't go in the cave. (_All keel over with disgusted groans._)

**Scootaloo:** Oh, great. She's scared of caves now, too.

**Heartsong:** I'm not scared of caves. I'm scared of— (_Soft mumble._)

**Apple Bloom:** What's that, sugar cube?

**Heartsong:** I'm scared of— (_Another mumble._)

**Fictionary:** What?

**Heartsong:** (_hastily, full volume_) I'm scared of upsetting the dragon!

(_The one in question sounds off again, letting off a fresh belch of smoke that fills the screen. Heartsong's cry is heard from within; when the view clears, all six have a brief coughing fit. Heartsong has taken cover behind Apple Bloom._)

**Fictionary:** But, Heartsong, you have a wonderful talent dealing with all kinds of animals.

**Heartsong:** Yes, because they're not dragons.

**Scootaloo:** Oh, come on! We've seen you walk right up to a horrible manticore like it was nothing.

**Heartsong:** Yes, because he wasn't a dragon.

**Babs Seed:** Spines is a dragon. You're not scared of him.

**Heartsong:** Yes, because he's not a huge, gigantic, terrifying, enormous, teeth-gnashing, sharp-scale-having, horn-wearing, smoke-snoring, could-eat-a-pony-in-one-bite, totally all-grown-up dragon!

(_During this line, the camera backs up in several steps to frame the entire group, the ridge on which the cave is situated, and finally the entire smoggy peak—which rumbles with another snore and blast of smoke. Back on said peak, Heartsong has folded herself so flat that she could win any limbo contest known to man or pony, and is shuddering mightily in front of Fictionary._)

**Fictionary:** But—if you're so afraid of dragons, why didn't you say something before we came all the way up here?

**Heartsong:** I was afraid to. (_Scootaloo groans, hoof to face; Apple Bloom nudges Heartsong up._)

**Apple Bloom:** All of us are scared of _that_ dragon.

**Scootaloo:** I'm not!

**Apple Bloom:** _Almost_ all of us are scared of that dragon. But we've got a job to do. So get in there with Fictionary and show her what you're made of.

(_During this line, cut briefly to inside the cave, the camera pointing out at the two. The next shot is from her perspective, panning across the others._)

**Heartsong:** I…I… (_Back to her._) I just…can't. (_She turns away and starts down the trail._)

**Fictionary:** (_from o.s., softly_) Oh, Heartsong…

(_Zoom out to frame the others, then fade to black._)

(_Fade in to the interior of the cave; Fictionary has again ventured in alone, the camera panning to follo as she speaks. The movement exposes a portion of something very large, scaly, and red, curled around a stalactite._)

**Fictionary:** (_resolutely_) I'm going in! He probably just doesn't realize what he's doing…right?

(_Quick pan back to the entrance, where all but Heartsong poke their heads around the edge to voice encouragement. After they duck away again, Fictionary throws a cocked-eyebrow glance their way and continues on, having lost most of her bravado. Now she passes more of the red body and a sizable pile of gold coins and jewelry._)

**Fictionary:** (_softly_) Mr. Dragon?

(_She bumps into a large protrusion and stops short, her eyes narrowing to points as they angle upward for a better look. A long shot reveals that she has found the dragon in question, and it is a massive humdinger: red scales covering the body, pink head spines and ridges over the eyes, bat-wing ears, gigantic beak-like snout—whose tip she ran into—with smoke issuing from both nostrils as it sleeps. The pile of treasure is large enough to serve as its bed. Fictionary gathers her nerve and raises her voice just a bit._)

**Fictionary:** Excuse me. (_It shifts a bit, exposing pale yellow underbelly._) Mr. Dragon?

(_A scratch at the area, a feral yellow-orange eye pops open, and the thing stares her down as the camera quickly zooms out from both._)

**Fictionary:** Oh! Good. You're awake. Please allow me to introduce myself. My name is Fictionary— (_Huge smelly yawn into her face._) —ugh! (_covering nose with hoof_) —Van Filly, and my friends and I are residents here in Equestria.

(_Close-up of the dragon's eye on the end of this; it narrows in anger, and the camera cuts to the four at the entrance. Babs waves enthusiastically. The tone of Fictionary's sigh and next words indicates that she has lowered her hoof._)

**Fictionary:** (_from o.s._) Ponyville, to be exact. (_Back to her and the dragon; zoom in slowly._) We've come here to ask that you find another spot to take your nap. It's just that you seem to be doing an awful lot of snoring, and every time you do, you send out a terrible cloud of smoke.

(_It does exactly that, throwing her into a brief coughing jag._)

**Fictionary:** Equestria simply can't survive a hundred years in a dark haze. You understand…don't you?

(_The beast straightens up and stretches, giving itself another scratch for good measure._)

**Fictionary:** So you'll find another place to sleep?

(_It flops down again and instantly zonks out with a new, screen-filling smoke cloud. Fictionary's cough is heard within it and continues as the camera cuts to the entrance, where she emerges. Another blow washes over all of them, with predictable effects on their lungs._)

**Scootaloo:** So much for— (_Cough._) —persuading him.

**Apple Bloom:** Now what? (_Sweetie Belle trots up and clears her throat._)

**Sweetie Belle:** Obviously this situation just calls for a little pony charm. Allow me, girls.

(_In she goes; cut to her, now in front of the dragon._)

**Sweetie Belle:** (_cheerfully_) I'm so sorry to interrupt! (_It wakes up; she clears her throat._) But I couldn't possibly head back home without mentioning what _handsome_ scales you have.

(_Close-up of the spines standing up from the tough crimson hide, then cut back to Sweetie Belle on the start of the next line. She is taking a closer look at a pearl necklace with a large jeweled pendant._)

**Sweetie Belle:** (_dismissively_) And those scales have to be hidden away in some silly cave for a hundred years?

(_By the time she finishes, the bauble has wound up around her neck. The creature grunts as if mulling this over, then leans down toward Sweetie Belle, who has donned a couple of bracelets and a crown in addition to the necklace. She turns on the charm again._)

**Sweetie Belle:** Personally, I think you should skip the snoozing and be out there, showing them off. Hmm. (_Cut to it, preening itself; she continues o.s._) Obviously I would be more than happy to keep an eye on your jewels while you're gone. (_Chuckle._)

(_All the spines snap erect as the vicious teeth grind together—it has figured out her plan—and it scoops the entire hoard out of reach with a snarl. Sweetie Belle's next move is to bail out of both the cave and her pilfered finery, the latter being snatched up before it can hit the ground. Wipe to her, forelegs propped on a rock outside and looking very displeased at her failure._)

**Sweetie Belle:** (_holding front hooves close together_) I was _this_ close to getting that diamond.

**Fictionary:** You mean "getting rid of that dragon"?

**Sweetie Belle:** Oh, yeah, sure. (_A party favor sounds off o.s._)

**Apple Bloom:** (_from o.s._) What in tarnation?

(_The source turns out to be Babs Seed, who has put on an outfit consisting of the following. A bunch of balloons tied to her tail; swim fins on all four hooves; a gift box enclosing her entire body and upper legs and tied with a polka-dotted ribbon; a two-color balloon animal tied around her forehead; the sunglasses she wore while getting ready; and the noisemaker. Apple Bloom and Sweetie Belle stare in total disbelief and are soon joined by Scootaloo._)

**Sweetie Belle:** Darling, you look ridiculous!

**Babs Seed:** Exactly! (_waddling into cave_) Sharing a laugh is a sure-fire way to get someone on your side. (_now in_) Hi!

(_A swift pummeling is heard from within, accompanied by the sound of deflating balloons, and Babs Seed emerges a moment later—her getup trashed and with only one survivor on her tail._)

**Babs Seed:** Apparently he doesn't like laughing—or sharing.

**Scootaloo:** All right, that's it!

(_Her perspective, panning from Fictionary to Sweetie Belle to Babs Seed._)

**Scootaloo:** We've tried persuasion, charm, whatever it is Babs Seed does… (_Sad little blow on the party favor; back to her._) …it's time to stop wasting time! I'm going in! (_She flashes into the cave._)

**Fictionary:** Scootaloo! (_Cut to Scootaloo; she continues o.s._) No!

(_No effect; the headstrong charger reaches the dragon in a heartbeat and stares it down._)

**Scootaloo:** Get…OUT!

(_One powerful mid-air buck sends both rear hooves square into the beaked snout. The dragon's first reaction is to sneeze; its second is to get good and angry._)

**Scootaloo:** (_unnerved_) Heh…sorry.

(_Its third reaction is to let go with a roar that throws her all the way out of the cave, where she knocks into the other four still here like bowling pins. Babs Seed has ditched the remains of her costume. Ponies and saddlebags tumble everywhere; as the five get themselves vertical, they scatter before the dragon's emergence. An infuriated bellow sends smoke spewing over the five, now clutching at each other, and drives them back against a rock outcropping. When the view clears, they are lying dazed against it, and it cracks and falls apart to expose Heartsong on the other side. She has not left the scene, but is merely hiding in the safest place she can find for the moment._)

(_She looks up over the rubble, her jaw falling open once she sees the state her friends are in. Her attention shifts between the colossal dragon and the jumble of ponies; the blue-green eyes waver indecisively and close—and then open again as the brows draw down in steely determination._)

**Heartsong:** How dare you? _How dare you?!_

(_She flies up to its level, landing on the snout and trotting up to stare it eye to eye as she continues. Her words have cowed the beast dramatically._)

**Heartsong:** Listen here, mister! Just because you're big doesn't mean you get to be a bully! (_Slow pan across the others; she continues o.s._) You may have huge teeth and sharp scales and snore smoke and breathe fire— (_Back to her._) —but you do not, I repeat, _you do NOT HURT MY FRIENDS!_

(_On each of these last three words, the camera jumps closer to her face, stopping on an extreme close-up of her eyes. It then backs up to frame all of her._)

**Heartsong:** (_levelly_) You got that?

(_Long pause, after which the dragon cowers away from her with a little whimper. Back to her eyes._)

**Heartsong:** Well?

(_Another long pause. Now the fiend speaks up in a deep, reverberating voice._)

**Dragon:** But that orange winged one kicked me.

(_Scootaloo nods and smiles hugely. Now Heartsong returns to her usual sweet tone of voice, but still with a bit of steel in it._)

**Heartsong:** And I am very sorry about that. (_Scootaloo aims a puzzled look at the camera._) But you're bigger than she is, and you should know better. You should also know better than to take a nap where your snoring can become a health hazard to other creatures.

**Dragon:** But I—

**Heartsong:** Don't you "but I" me, mister. Now what do you have to say for yourself? (_Silence._) I said, what do you have to say for yourself?

(_The dragon fights to keep its composure and loses, bursting into tears. Slow pan across the other five ponies, now upright again in the shower; Sweetie Belle worries about its effect on her mane, while Babs Seed has donned an umbrella hat and is grinning her head off._)

**Heartsong:** (_tenderly; the tears stop_) There, there. No need to cry. You're not a bad dragon. (_descending_) You just made a bad decision. Now go pack your things. You just need to find a new place to sleep. (_The others gather around her._) That's all.

(_Cheers and congratulations from the five. BS has put away her hat._)

**Fictionary:** You did it! I knew you could do it!

(_The view is momentarily obscured by the flapping of great red wings, and all six watch as the dragon takes its leave of the peak._)

(_Dissolve to a street in Ponyville proper. Several pegasi are hard at work dissipating the sheet of black vapor to leave behind a normal sky. Once they finish, pan to the library._)

**Spines:** (_panting, from inside_) I said…

(_Cut to Fictionary's bedroom loft; Ringo bounds into view and climbs the bookshelves. Vincent meanwhile is trying to rally up some birds._)

**Spines:** (_from o.s._) …come back here!

**Vincent: **Oi! Stop flying like this!

(_He dives after the rabbit, but only succeeds in hitting the shelves headfirst. Ringo reaches the top and tries to grab for the ceiling, but the baby dragon snatches a hind leg and hauls him down. Holding him at arm's length, Spines walks across the room as Ringo tries to deck him._)

**Spines:** How does Heartsong put up with you furry little things?!

**Fictionary:** (_from o.s._) Spines? (_Cut to her, facing up toward him._) Take a letter.

(_He is only too pleased to do so, dropping Ringo and pulling out quill and scroll._)

**Spines:** With pleasure! (_Tilt down to Fictionary._)

**Fictionary:** (_dictating_) "Dear Princess Luna: I am happy to report that the dragon has departed our fair country—"

(_On the end of this, dissolve to her walking in the street, with Rainbow and Heartsong flying nearby. Twilight smiles at Heartsong._)

**Fictionary:** (_voice over_) "—and that it was my good friend Heartsong who convinced him to go." (_Dissolve back to her and Spines._) "This adventure has taught me to never lose faith in your friends."

(_Dissolve to a flashback: Heartsong rising up from the broken rock to face the dragon._)

**Fictionary:** (_voice over_) "They can be an amazing source of strength, and can help you overcome even your greatest fears." (_Dissolve back to her and Spines._) "Always your faithful student, Twilight Sparkle." (_A ball is heard bouncing outside._)

**Apple Bloom:** (_from outside_) Twilight! You gotta come see this!

(_Cut to outside one of the windows, the one with the hanging lantern. Fictionary opens it and steps to the railing. The ball Scootaloo was bouncing in Act One is at it again, and Apple Bloom puts her head into view._)

**Apple Bloom:** She's just five away from a new pony record!

(_Camera shift: Scootaloo has the attention of the whole group, save for the absent Babs Seed, working the ball off her head. Close-up._)

**Scootaloo:** Three hundred forty-seven, three hundred forty-eight…

(_A grating roar throws her off; the ball ricochets away, and she and her mane stand bolt upright._)

**Scootaloo:** DRAGON!

(_She goes down, eyes wide open and all four hooves pointing stiffly upward just as Heartsong did in Act Two. As before, the sound of a bleating goat is heard to accompany the freak-out. The other four ponies have a good laugh as she gets up._)

**Scootaloo:** (_still shaken_) Why are you laughing? That awful dragon is back!

(_Now Babs Seed makes the scene, voicing the roar just heard._)

**Scootaloo:** Babs Seed, you scared me! (_Eyes pop._) I mean…uh…you…broke my concentration. (_Babs Seed trots off._)

**Heartsong:** It's okay, Scootaloo. Not everypony can be as brave as me.

(_Another round of laughter, with Fictionary shaking her head before smiling and joining in. Fade to black._)


	7. Look Before You Sleep

Prologue

(_Opening shot: fade in to the sun shining in a clear blue sky. The view is short-lived, however, as a pegasus maneuvers a gray cloud into view to partially block the light. Tilt down to ground level as others do likewise; in the town square, the area is littered with fallen branches, which are being picked up and carried away. One pegasus is breaking a few out of a tree. Pan to Apple Bloom as she applies her teeth to the end of a suspended rope; there is a snap, and the other end drops to the grass, tied around a tree limb._)

(_Farther along, Sweetie Belle levitates a broken bough upward and re-attaches it at the point where it came loose. She eyes it with great concentration._)

**Sweetie Belle:** Hmmm…hah!

(_A burst from her horn; cut to the bough, whose leaves instantly style themselves into a pair of rearing-filly topiaries._)

**Sweetie Belle:** (_from o.s._) Perfect!

(_Up comes Apple Bloom lasso to snag the end and snap the whole thing loose again. It lands in front of Sweetie Belle, who aims a disbelieving gaze as Apple Bloom spits out the rope end. The workhorse is not in good spirits._)

**Apple Bloom:** Just take the broken limbs down, Sweetie Belle. Don't y'all care about nothin' other than prettifyin'?

**Sweetie Belle:** Somepony has to. You are making an absolute mess of the town square, Apple Bloom.

(_Cut to a close-up of the debris and zoom out/tilt up to frame the two on the next line._)

**Apple Bloom:** Yeah, well, the storm's gonna make an even bigger mess if we don't prune all these loose branches so they don't tumble down on anypony.

**Sweetie Belle:** I simply cannot imagine—

(_Cut to the gloomy gray expanse and pan across as pegasi move more clouds in to plug the holes and block the last of the sun._)

**Sweetie Belle:** (_from o.s._) —why the pegasus ponies would schedule a dreadful downpour this evening and ruin what could have been a glorious sunny day. (_Back to the pair._)

**Apple Bloom:** (_sighing_) Think more practical-like, will you? (_bucking the tree; more branches/leaves fall_) They accidentally skipped a scheduled sprinkle last week, so we need a doozy of a downpour to make up for it, is all.

(_The rain begins; pan to Sweetie Belle._)

**Sweetie Belle:** Oh, no! My wonderfully styled mane shall be ruined!

**Apple Bloom:** You shoulda hurried up and finished the job already.

(_The prissy unicorn cries out and tries to duck every raindrop that comes her way._)

**Sweetie Belle:** (_between yelps_) It's coming down too fast! …Help me!

(_Apple Bloon looks to each side for shelter; cut to her perspective._)

**Apple Bloom:** Uh… (_Stop on a picnic table._) …there! Hunker down to your heart's content whilst I finish things.

(_Back to Sweetie Belle, who gallops across the square and skids to a stop by the table, which has a sizable puddle underneath. Tilt down to frame this in close-up during the next line._)

**Sweetie Belle:** Ooh! No, no, no! (_Longer shot; Apple Bloom has joined her._)

**Apple Bloom:** What now?

**Sweetie Belle:** I'd prefer not to get my hooves muddy.

**Apple Bloom:** (_grunting disgustedly_) There is just no pleasin' you, is there? Everything's gotta be just so.

**Sweetie Belle:** Well, and how does muddying my hooves serve any useful purpose?

**Apple Bloom:** Y'all wouldn't know useful if it came up and bit you.

**Sweetie Belle:** (_laughing_) That doesn't even make any sense. (_Pan from one to the other in turn._)

**Apple Bloom:** Does so.

**Sweetie Belle:** Does not.

**Apple Bloom:** Does so!

**Sweetie Belle:** Does not. (_Zoom out to frame both, head to head._)

**Apple Bloom:** Does so!

**Sweetie Belle:** Does not.

**Apple Bloom:** Does so, infinity! Hah!

**Sweetie Belle:** Does not, infinity plus one.

(_Demure chuckle, followed by the two ponies looking daggers at each other for a long, tense moment._)

**Sweetie Belle:** What say we go our separate ways before one of us says something she will regret?

**Apple Bloom:** I reckon _y'all_ are gonna say something _you'll_ regret first!

**Sweetie Belle:** On the contrary, I believe it shall most certainly be _you_ who says something _you_ will regret first.

**Apple Bloom:** I'm not sayin' anythin'!

**Sweetie Belle:** Nor am I!

**Apple Bloom:** Y'all just be on your way, then!

**Sweetie Belle:** After you!

(_They slowly back up and o.s. in opposite directions, neither taking her eyes off the other the whole time. A sudden crack of lightning, and they are back where they started with a cry of fear, hugging each other tightly and shaking._)

**Sweetie Belle:** Perhaps we should stick together for now and find some shelter.

**Apple Bloom:** Uh-huh. Perhaps we should… (_Long shot, zooming out through the intensifying storm._) …and fast!

(_Fade to black._)

OPENING THEME

Act One

(_Opening shot: fade in to a stretch of thunderheads amid the downpour, then zoom out to frame the picnic table in a long shot. Apple Bloom has taken shelter beneath it; cut to a close-up._)

**Apple Bloom:** Nice and dry under here… (_eyeing muddy hooves_) …sorta. (_Pan to Sweetie Belle, by the table._)

**Sweetie Belle:** Ugh! Unacceptable!

**Fictionary:** (_from o.s., distant_) APPLE BLOOM! SWEETIE BELLE! (_Sweetie Belle looks toward the sound; Apple Bloom soon emerges._) APPLE BLOOM! SWEETIE BELLE!

(_They look toward the library, with Fictionary standing at the open door and all the lights on._)

**Apple Bloom, Sweetie Belle:** Fictionary?

**Fictionary:** Come inside, girls, quick!

(_The two sodden ponies sprint across the open stretch of land. Sweetie Belle follows Fictionary inside, but Apple Bloom stops at the doorstep._)

**Apple Bloom:** Whoa, Nelly. Is inside a tree really the best place to be in a lightnin' storm?

**Fictionary:** It is if you have a magical lightning rod protecting your home, like I do. Come on in!

**Sweetie Belle:** (_sighing happily_) We are most grateful for your invitation.

(_She looks worriedly over her shoulder as Apple Bloom steps in, muddy hooves and all._)

**Apple Bloom:** Thank you kindly for your hospitality.

(_Sweetie Belle stops her and points down, the camera zooming in on the four spattered appendages._)

**Sweetie Belle:** (_from o.s._) Uh… (_Back to the pair; she walks in._) …do be a polite houseguest and go wash up, please, won't you?

**Apple Bloom:** (_snarling to herself_) If I gotta spend one more second with that fussbudget Sweetie Belle today, I can't be held responsible for what I'm gonna do!

(_She steps out on the end of this line. Meanwhile, Fictionary is in quite a perky mood._)

**Fictionary:** Some storm, huh? The pegasus ponies sure have outdone themselves this time. I hope you and Apple Bloom don't have any trouble getting home.

**Sweetie Belle:** It may indeed be a problem.

**Fictionary:** Well, you're welcome to stay if need be. Spines is away in Canterlot on royal business, and Vincent is staying over with Rarity at her house. I'm home all alone tonight. (_Happy gasp._) You and Apple Bloom should totally sleep over! (_clapping hooves_) We'll have a slumber party! I've always wanted one of those.

(_The suggestion catches Sweetie Belle flat-hoofed for a second before she starts trying to put together something resembling a coherent response._)

**Sweetie Belle:** Oh!...goodness, uh, I do believe I have another engagement scheduled for this evening that completely slipped my mind until just now. (_Fake chuckle._) Oh, silly me, I can't possibly stay here all night… (_under her breath_) …with Apple Bloom.

(_Taking a quick look over the bookshelves, Fictionary levitates one of the uppermost volumes from its resting place and down to her. The cover shows a couple of pillows. By the time it reaches the two unicorns and stops in front of Sweetie Belle, it has been opened._)

**Sweetie Belle:** (_reading title_) _Slumber 101: All You've Ever Wanted to Know About Slumber Parties But Were Afraid to Ask_.

**Fictionary:** (_proudly, happily_) My own personal copy. It's a fantastic reference guide. You should see the table of contents. I've been waiting for a chance to use it, and today's the day! This is gonna be so great!

**Sweetie Belle:** Yes, uh…great.

(_She manages the best polite laugh she can and cuts her eyes toward the front of the reading room. Quick pan to the window, through which Apple Bloom can be seen wrestling with a garden hose; she eventually gets the water going only to have it spray her in the face and drench her bow. Pan back to Sweetie Belle, who directs a pained look toward the ceiling, then dissolve to a close-up of Apple Bloom sparkling-clean hooves crossing the room. However, she is now tracking water across the floor instead of mud. Tilt up to frame the rest of her as she stops and runs a satisfied eye over them, having recovered her hat. When she looks ahead, though, she pulls in a sharp gasp, her eyes going wide and her tail briefly standing up of its own accord._ _The scene has shifted to Fictionary upper-story room, as evidenced by the top of the staircase visible behind her._)

**Apple Bloom:** What in tarnation?

(_Close-up of Fictionary, who has a beauty treatment smeared on her face; Sweetie Belle reaches into view and slathers on some more. Pan to her, also with a faceful of the stuff, and zoom out to frame both. They are relaxing on pillows, and Apple Bloom stands facing them in the foreground. During the next line, the camera shifts to frame a kitchen area behind the three._)

**Apple Bloom:** Now wait just a goldarn minute. You make me wash the mud off my hooves, but it's okay for y'all to have mud all over your faces?

**Sweetie Belle:** Silly, this is called a mud _mask_. It's to refresh and rejuvenate your complexion. (_Pan to Fictionary._)

**Fictionary:** (_giddily_) We're giving each other makeovers! (_Giggle; she levitates the book past herself._) We _have_ to do it. It says so in the book. (_The open tome reaches Apple Bloom._)

**Apple Bloom:** (_reading title_) _Slumber 101: Everything You—_

(_She cuts herself off with a sudden grimace, then recovers her composure._)

**Apple Bloom:** Oh, hey, heh. Would you look at the time? I gotta skedaddle on home quick, I'm powerful late for, uh, for somethin'…uh…good night!

(_She gallops o.s., but yelps and beats a hasty retreat when a fresh bolt of lightning cracks the sky. Saucer-eyed fear gives way to a shaky smile after a moment._)

**Apple Bloom:** Or maybe I'll set here for a spell.

**Fictionary:** (_clapping_) Hooray, slumber party!

(_The earth pony's unease is interrupted when a hoof-load of mud mask is thrown onto her face and Sweetie Belle rubs it in._)

**Apple Bloom:** Blecch!

(_Now she gets a cucumber slice slapped onto each eye._)

**Apple Bloom:** What in the world is _this_ for?

**Sweetie Belle:** (_sighing wearily_) To reduce the puffiness around one's eyes, of course.

**Apple Bloom:** Puffiness, schmuffiness! (_She pulls them into her mouth with her tongue and gulps them down._) That's good eatin'!

(_Sweetie Belle just aims a vexed stare her way as the sound of more chomping drifts back to her. Fictionary's giggle comes from the opposite direction; cut to her at a stand, reading from the guide._)

**Fictionary:** Isn't this exciting? We'll do everything by the book— (_clapping_) —and that will make my slumber party officially fun!

**Sweetie Belle:** (_pointedly_) Did you hear that, Apple Bloom? (_Apple Bloom is trying to scrape her face clean._) _You_ certainly would not want to do anything that would ruin Fictionary's very first slumber party, would you? (_Pan to Apple Bloom._)

**Apple Bloom:** Of course not. And you wouldn't either, I reckon. (_To Sweetie Belle._)

**Sweetie Belle:** So do we have an agreement?

**Apple Bloom:** You betcha.

(_She spits on one front hoof and offers it to shake._)

**Sweetie Belle:** (_horrified_) Oh, gross! You know, there's messy, and there's just plain rude.

**Apple Bloom:** You know, there's fussy, and there's just plain gettin' on my nerves!

**Sweetie Belle:** Fortunately, _I_ can get along with anypony, no matter how difficult _she_ may be.

**Apple Bloom:** Oh, yeah? Well, I'm the get-alongin'est pony you're ever gonna meet!

**Sweetie Belle:** That's not even a word. (_Fictionary pops up between them._)

**Fictionary:** (_hugging them both_) This is gonna be the bestest slumber party ever! Yay!

**Apple Bloom, Sweetie Belle:** (_woodenly_) Yay.

(_Zoom in as they give each other dirty looks from the corners of their eyes, then snap to black._)

Act Two

(_Opening shot: fade in to a long shot of the library, with the camera tilted a few degrees off horizontal as if the wind has knocked it askew. It is now evening, and the storm has not let up one bit. Zoom in slowly, then dissolve to a close-up of Sweetie Belle in the kitchen. She has removed the mud mask from her face and put her mane up in curlers._)

**Sweetie Belle:** Sooo…how are you getting along over there, Apple Bloom?

(_Zoom out; Fictionary and Apple Bloom, in front of her, are also cleaned up and using their curlers. All three have them on tails as well as manes, and Apple Bloom is not wearing her bow._)

**Apple Bloom:** (_wearily_) Just fine, Sweetie Belle.

**Fictionary:** This is so awesome! (_Giggle._)

(_She levitates the book and a quill over to herself._)

**Fictionary:** (_marking on page_) Makeovers, check.

(_All the curlers disappear in a flash, leaving the two guests to trade a thin smile; Apple Bloom's bow reappears in its usual place._)

**Fictionary:** Ooh! It says here we have to tell ghost stories! Who wants to go first?

**Apple Bloom:** Me! (_hushed tone_) I'd like to tell y'all the terrifyin' tale of the Prissy Ghost, who drove everypony crazy with her unnecessary neatness!

(_She aims a few of these words at Sweetie Belle, then waves her front hooves about while making ghostly moaning sounds for effect. The next line is directed straight at her opposite number._)

**Apple Bloom:** I'm sure _y'all_ are familiar with that one? (_Pan to Sweetie Belle._)

**Sweetie Belle:** Never heard of it. But I have a much better one. (_ominously_) It's the horrifying story of the Messy Inconsiderate Ghost, who irritated everypony within a hundred miles!

(_Aimed at Apple Bloom, of course, and now she adds her own sound effects._)

**Apple Bloom:** That's not a real story. You made it up!

**Sweetie Belle:** It is a ghost story. They're _all_ made up!

(_A lightning strike takes out all the lights, leaving the screen black and eliciting a triple gasp of fright. A moment later, a light snaps on from just below the bottom edge of the screen, illuminating the three faces hunched around it._)

**Fictionary:** I've got one. (_Zoom in slowly._) This story is called… (_hushed_) …"The Legend of the Headless Horse."

(_Cut to the window; more lightning tears through the night._)

**Fictionary:** (_from o.s._) It was a dark and stormy night…

(_Long shot of the three. The light is coming from a lantern set in the center of the floor, filled with fireflies._)

**Fictionary:** …just like this one. And three ponies were having a slumber party…just like this one.

(_The library exterior is seen, followed by a dissolve to a visibly unnerved Sweetie Belle—evidently Fictionary's story has gone to work on her. Cut to Apple Bloom on the next line; she is doing no better._)

**Fictionary:** (_from o.s._) And just when the last pony thought she was safe… (_Shift to frame all three; zoom in slowly._) …there, standing right behind her, just inches away, was… (_Zoom out quickly._) …THE HEADLESS HORSE!

(_A lightning strike, and she has reared up before them with a blanket covering her head. Apple Bloom and Sweetie Belle scream in terror and clutch at each other, falling quiet only when Fictionary peeks out with a "gotcha" smile. She tosses the cover away and gallops over to a stand where her slumber party guide sits open, along with her quill; the lights come back on._)

**Fictionary:** (_levitating quill to mark page_) Ghost story, check.

(_Now that the danger is past, the other two draw apart from each other with suspicious glances. Twilight pops up between them, still completely unaware of any enmity._)

**Fictionary:** Now, who wants s'mores?

(_Dissolve to Apple Bloom at the kitchen fireplace, toasting three marshmallows at once. Zoom out and pan across the area during the next line._)

**Sweetie Belle:** (_from o.s._) Then you place one marshmallow on the top of the chocolate—

(_On the end of this, the camera reaches Sweetie Belle at a table, addressing Fictionary. Plates of graham crackers and chocolate squares are laid out. Sweetie Belle has a nearly-completed s'more on a saucer before her, missing only its top cracker; she is levitating both that piece and all the parts for a second._)

**Sweetie Belle:** —and be sure it's centered, that's critical, and then carefully put another perfectly square graham cracker on the top.

(_On the second half of this, cut to a close-up of the saucer; she floats the second cracker down and squishes it gently into place._)

**Sweetie Belle:** (_from o.s._) And…done!

(_Zoom out to frame all three at the table. Apple Bloom is less than enthused at her meticulous explanation._)

**Rarity:** Ta-da! (_Soft laugh._)

**Fictionary:** Ooooh!

**Apple Bloom:** Nah, you just eat 'em!

_She does so, scarfing the whole thing in one cheek-bulging mouthful and chewing noisily with her mouth open. Pan from her to Sweetie Belle, who reacts to this display of bad table manners and the loud burp that follows it with a disgusted groan._)

**Sweetie Belle:** You could at least say, "Excuse me."

**Apple Bloom:** I _was_ just about to, but you interrupted me. Pardon.

(_The fastidious unicorn is not exactly thrilled by this._)

**Fictionary:** (_from o.s._) S'mores… (_Quick pan to her, marking off in her book._) …check. Now the next item of fun we have to do is…truth or dare!

**Sweetie Belle:** I dare Apple Bloom to do something carefully and neatly for a change.

**Apple Bloom:** Oh, yeah? Well, I dare Sweetie Belle to lighten up and stop obsessin' over every last little detail, for a change. Seriously, whatever happened to doing that as a filly?!

**Sweetie Belle:** I think the _truth_ of the matter is that _somepony_ could stand to pay a little more attention to detail. (_Zoom out on this; Twilight watches with mild shock._) What happened to the time _you_ restored our old clubhouse, huh?!

**Apple Bloom:** And _I_ think the truth is, somepony oughta quit with her fussin' so the rest of us can get things done!

(_Cut from them to Fictionary and back during the previous line. The slightly bewildered slumber party host then turns back to her guide and flips pages quickly with her magic._)

**Fictionary:** Um, I don't think this is how the game's supposed to work. You have to give an honest answer to any question, or do whatever anypony dares you to do.

**Apple Bloom:** (_to Sweetie Belle_) I dares _you_ to step outside and let your precious tidy mane get ruined again.

(_The owner of said mane shudders in fright._)

**Fictionary:** You have to. It's the rule.

**Apple Bloom:** Ha!

**Sweetie Belle:** Fine!

(_She skulks out, Apple Bloom grinning wickedly after her. From o.s. come the sounds of the door opening, rain pouring down, and Sweetie Belle yelping in barely contained panic. Apple Bloom puts a hoof to her mouth to stifle a guffaw. When the door closes again, there stands one very soggy pony, her mane and tail having lost all semblance of their usual elegant curl. Apple Bloom has a laugh as Sweetie Belle squishes back into the room, but clams up and has to start backing away before her steady advance._)

**Sweetie Belle:** Okay. I dare Apple Bloom to play dress-up, in a frou-frou, glittery, lacy outfit!

(_Now Apple Bloom is the one to react badly, sucking in a sharp gasp. She throws Sweetie Belle a dirty look and walks off; a quick rustle of clothing, and she returns to the kitchen. Her light blue outfit is that of a typical fairy-tale princess, complete with earrings and necklace, pink ribbons on her hooves, a tall pointed hat, and a full-length gown with a pink saddle trimmed in yellow and white. Her mane has been curled and flowers put into it. Needless to say, she is not the slightest bit pleased at having to do this._)

**Apple Bloom:** Happy?

**Sweetie Belle:** Very. (_Chuckle; cut to Fictionary._)

**Fictionary:** Um…do I ever get a turn?

**Apple Bloom:** (_from o.s._) I dare you to enter the next rodeo when it comes to town! (_Cut to frame all three; she has addressed Sweetie Belle._)

**Sweetie Belle:** I dare you _not_ to enter the next rodeo that comes to town!

**Apple Bloom:** I dare you to not comb your mane a hundred times before bed!

**Sweetie Belle:** And I dare you to comb yours just once!

**Fictionary:** (_smiling nervously_) I, uh, I think we should check off truth or dare and move on. (_levitating book_) Let's see what our next fun-fun-fun thing is, shall we?

(_She eyes the pages for a long moment, puzzled._)

**Fictionary:** Hmmm, what does this mean? "Pillow fight"? (_Cut to Sweetie Belle, now properly dried and styled._)

**Sweetie Belle:** Oh, please. I am not at all interested in participating in something so crude.

(_She promptly catches a flying pillow with her face and spits out a few loose feathers, changing her attitude in a heartbeat._)

**Sweetie Belle:** Ooh! (_Zoom in to an extreme close-up._) _It is on!_

(_One quick nip and head snap send the pillow flying across the room into Apple Bloom's face. Shaking the feathers away, the latter bucks three from the pile in front of her, having changed out of the dress-up outfit, put her hat back on, and tied her mane/tail back the way she likes them. A triple bullseye; now the unicorn kicks the pillows back across the room, missing with each one. The camera shifts back to Apple Bloom, who has cinched several in a lasso and is twirling them overhead. She whips them loose—a salvo of three—but Sweetie Belle uses her magic to bring them to a hovering rest on either side of her. Another spell hurls them back across the room. Now pillows go flying in both directions as Fictionary stands up into view with a look of sudden understanding._)

**Fictionary:** Ohhh, I get it! Pillow…fight! Fun!

(_The two that slam into the side of her head tell her that she should have been more careful about getting into the crossfire. Their combined impact drops her to the floor and knocks her silly._)

**Fictionary:** (_very woozy_) Uh, girls, maybe we should take it down a notch? (_Apple Bloom throws and dodges._)

**Apple Bloom:** I will if she will!

**Sweetie Belle:** (_dodging_) She started it!

(_Now a sizable pile of pillows has collected in the center of the floor, burying Fictionary. After the last few land on it, she pokes her head up—lifting one on top of it—and spits out feathers._)

**Fictionary:** (_sadly_) Maybe we should just call it a night and get some sleep?

(_Dissolve to her bedroom loft, the lights out. A second bed has been set up, foot to foot with her own, and Apple Bloom and Sweetie Belle are lying back to back in it. Apple Bloom, facing the camera, is awake and has removed her bow. Zoom in as Fictionary stirs in her sleep, then cut to an overhead view of Sweetie Belle, also awake. She and Apple Bloom keep their voices down through the following._)

**Sweetie Belle:** Keep your muddy hooves on your side of the bed! (_Pan to Apple Bloom._)

**Apple Bloom:** My hooves ain't muddy! (_Back to Sweetie Belle._)

**Sweetie Belle:** They were. There might still be a little on them.

**Apple Bloom:** There ain't! (_showing one_) See?

**Sweetie Belle:** Ewww!

(_She grips the blanket in her teeth and yanks all of it to her side._)

**Apple Bloom:** Now who's bein' inconsiderate?

(_She yanks the blanket off Sweetie Belle, who glares over her shoulder and then gets out of bed._)

**Sweetie Belle:** I have to make the bed again so the blanket will be right! (_butting Apple Bloom off_) Get up!

**Apple Bloom:** (_now o.s._) Hey!

(_Sweetie Belle uses a bit of magic to tuck the blanket's corners neatly over the mattress and smooth out all the folds, leaving a perfectly made bed that does not placate Apple Bloom in the slightest. The latter angles her head down to get her teeth on the edge, but Sweetie Belle waves her back._)

**Sweetie Belle:** Ah-ah-ah! You'll ruin it. You have to do it like this.

(_From a haunch-sitting position on her pillow, she eases her hindquarters under the blanket without turning it down, and eventually winds up lying on her back._)

**Sweetie Belle:** Ahhh…

**Apple Bloom:** Yeah, that's not gonna happen. (_jumping up o.s., full volume_) GERONIMO!

(_She lands on the bed with enough force to throw both Sweetie Belle and pillow out of view; the suddenly vacant half of the blanket settles over her._)

**Sweetie Belle:** (_from o.s., full volume_) Hey! (_Thud._)

**Apple Bloom:** Ahhh… (_Sweetie Belle gets up._)

**Sweetie Belle:** You did that on purpose.

**Apple Bloom:** (_sarcastically_) Um…yeah.

**Sweetie Belle:** Get up so I can fix it again!

**Apple Bloom:** Can't hear you. I'm asleep.

(_She gives a few loud fake snores as Sweetie Belle fumes quietly for a moment, after which the irate unicorn whips the blanket off the bed with her teeth._)

**Apple Bloom:** I ain't budgin'.

**Sweetie Belle:** (_through teeth_) You will if you want any blanket!

(_It is swiftly yanked away by Apple Bloom, leading to a tug-of war._)

**Apple Bloom:** Give it back!

**Sweetie Belle:** I will not!

**Apple Bloom:** Yes, you will!

**Sweetie Belle:** Won't!

**Apple Bloom:** Will!

**Sweetie Belle:** Won't!

**Apple Bloom:** Will!

**Sweetie Belle:** Won't!

**Apple Bloom:** Will! (_Fictionary sits up in bed._)

**Fictionary:** ENOUGH!

(_Back to the two combatants, who slacken their pull on the blanket as the book, open, is levitated up for them to read._)

**Fictionary:** (_from o.s._) It says right here that the number-one thing you're supposed to do at a slumber party is have fun. (_Book slams shut and drops o.s._) And thanks to you two, I can't check that off! (_Apple Bloom drops her end._)

**Apple Bloom:** I've been tryin' my darnedest to get along! (_Sweetie Belle drops hers._)

**Sweetie Belle:** No, it is I who have been trying _my_ best.

**Apple Bloom:** No, it was me.

**Sweetie Belle:** No, it was I.

**Apple Bloom:** Me!

**Sweetie Belle:** I!

(_Now they try to bulldoze each other away, but Fictionary's next words bring them up short._)

**Fictionary:** (_from o.s._)_ I_ hope you're happy… (_Cut to her._) …both of you! You've ruined my very first slumber party! The makeover, the s'mores, truth or dare, the pillow fight—I mean, is there anything else that could possibly go wrong?!

(_Lightning strike; cut to outside. A nearby tree has been hit, weakening the trunk so that its upper section begins to lean precariously toward the house next door. In the loft, Fictionary huddles down under her blanket, leaving only her forelegs, eyes, and bangs visible._)

**Fictionary:** (_small voice_) Sorry I asked.

(_Fade to black._)

Act Three

(_Opening shot: fade in to the exterior of the library, framed a couple of degrees off-kilter as at the start of Act Two. The lightning strike is shown again; inside, all three ponies are out of bed and have turned on the lights. Hurrying to the window, they look out and gasp in unison, seeing the tree's upper section start to topple over._)

**Apple Bloom:** (_to Sweetie Belle_) You see? _That's_ why we needed to take down all those loose branches in town— (_Cut to a chastened Sweetie Belle; she continues o.s._) —not spiffy 'em up!

**Sweetie Belle:** But I— (_Zoom out to frame Apple Bloom._)

**Apple Bloom:** Out of my way, missy! (_dashing to window_) Time's a-wastin'!

(_One hoof pushes it open and the lasso spins in midair._)

**Sweetie Belle:** (_from o.s._) Wait! Stop! (_crossing toward Apple Bloom_) _Don't!_

**Apple Bloom:** No waitin', no stoppin', doin'!

(_With that, she lets the rope fly and catches the loose section at its top._)

**Apple Bloom:** (_rope no longer in teeth_) And that, my friends, is what we call "gettin' 'er done."

(_She bites down on the end and gives one good heave; Sweetie Belle cries out in panic, then Fictionary—and the entire leafy expanse of the snapped-off piece tumbles squarely through the window. The foliage is expansive enough to nearly fill the loft, and Apple Bloom winds up hanging over the balcony by the rope still in her teeth. Sweetie Belle's cries are heard from o.s. as the camera pans from the wind-blown mess to her at the bookshelves, which have been reduced to a scramble of open volumes, torn-out pages, and broken junk. She is holding an open book over her head to shelter herself._)

**Sweetie Belle:** I tried to tell you it would come crashing down in here! (_Apple Bloom climbs up._)

**Apple Bloom:** Well, you shoulda tried harder!

(_Her eyes pop upon seeing that Sweetie Belle is trying to gather up the bits of furniture; at the other end of the fallen timber, Fictionary pokes her head up dizzily and shakes it clear. Cut to Apple Bloom and zoom out to frame Fictionary as she speaks._)

**Apple Bloom:** I'm mighty sorry, Fictionary.

**Fictionary:** It's…well…it's not okay! There's a giant tree branch in the middle of my bedroom! (_pulling out book_) And the book doesn't say anything about having a giant tree branch at your slumber party! (_magically flipping pages_) Or at least I haven't found that answer yet!

(_She lets off a bewildered little moan as she scans the text and Sweetie Belle begins putting books back on the shelves._)

**Apple Bloom:** What in tarnation are y'all doin' over there? (_Close-up of Sweetie Belle as she finishes._)

**Sweetie Belle:** Cleaning up this mess _somepony_ made! Who was that again? Oh, right, that's _you!_

(_Apple Bloom grimaces for a moment, pulls her head into the leaves, and puts it up behind Fictionary._)

**Apple Bloom:** We gotta do somethin'!

**Fictionary:** (_reading_) Baking, BFF's, brothers…there's nothing in here about branches!

(_The farmer uses her rope to pull on one section, then bucks at it and stomps before diving back in. A moment later she looks out across the room._)

**Apple Bloom:** Sweetie Belle, for pony's sake! (_Pan to Sweetie Belle during this, putting her o.s._) Stop sweatin' the small stuff and help me get rid of this thing! (_Back to her; Sweetie Belle continues shelving._) I said, hustle over here and help me!

(_Again no response for a few seconds, during which Apple Bloom strains against the trunk's weight and/or her own attitude. When she speaks next, her voice has lost some of its angry edge._)

**Apple Bloom:** Look. I'm sorry, all right?

**Sweetie Belle:** What was that?

**Apple Bloom:** I said, I'm sorry! I shoulda listened to you when you noticed where this here branch would end up. Your annoyin' attention to detail woulda saved us from this whole mess. But right now, you need to stop bein' so dang fussy pickin' up all those little things and help me move the one _big_ thing in here that actually matters! (_No immediate response._) Please!

(_That word gets Sweetie Belle's attention, but she eyes her hooves with a couple of worried little grunts._)

**Sweetie Belle:** But I'll get all icky!

**Apple Bloom:** Consarn it! (_catching herself_) What the…you…I mean, yes. Ickiness is often a side effect of hard work. But y'all need to get over it, on account of I just can't fix this mess I made myself. I need your help.

(_Taking a long moment to think, Sweetie Belle tosses her head to get the book off it and moans uncertainly—before a determined smile comes over her face._)

**Sweetie Belle:** Let's do this!

(_She wades in. Both heads pop up behind Fictionary and discuss strategy, their voices inaudible, as she goes right on consulting her slumber party guide._)

**Fictionary:** Well, they do have a section about backyard slumber parties. Is that what we're doing right now? Does this count as camping?

(_They have paid no heed to her and ducked under again. Now Sweetie Belle is back at the bookshelves; as the wind plays havoc with her mane and tail, she concentrates deeply and unleashes a scintillating burst from her horn. In two swift flashes, the leafy limbs become topiaries similar to the ones she made in the prologue, but with a wider assortment of shapes. They float before her in the wind and settle gently into the suddenly cleared floor space._)

(_At the window, one stub of trunk still hangs on the sill. Apple Bloom—having finally put her bow back on—is set to buck it out, but a stern look from Sweetie Belle changes her mind. Both ponies are now filthy with twigs and tree sap. Instead of using leg-power, Apple Bloom catches a small side branch in her teeth and gently heaves the wood over the side. Sweetie Belle smiles approvingly as her fellow guest pulls the window shut, then gets a full look at the splatters that have ruined her own impeccable grooming._)

**Sweetie Belle:** (_shuddering_) Oh…I look awful.

(_Close-up of Apple Bloom, who thinks hard for a moment before getting a brainstorm. She walks o.s., followed by the sound of squishing, then backs up into view._)

**Apple Bloom:** Better?

(_A cut to Sweetie Belle reveals that Apple Bloom has put cucumber slices on her eyes. She smiles and laughs softly._)

**Sweetie Belle:** Thanks.

(_She reaches forward blindly with a hoof, trying to touch Apple Bloom cheek. The latter leans forward to put herself in the right place, and the two share a standing hug—nuzzling each other's cheek while draping a foreleg around the neck._)

(_Cut to Fictionary, still reading, and zoom out as she finally takes note of the topiaries Sweetie Belle has made._)

**Fictionary:** Ooh, pretty! Where did these come from? (_checking pages_) They're not in the book either.

(_Dissolve to the trio sitting on their bellies and laughing on the floor of Fictionary's room and zoom in slightly. Fictionary and Sweetie Belle have their curlers in, and Sweetie Belle has taken the cucumbers off her eyes; she and Apple Bloom are properly cleaned up._)

**Apple Bloom:** Is it bigger than a barn?

**Fictionary:** (_giggling_) Nope.

**Sweetie Belle:** Is it smaller than a saddle?

**Fictionary:** (_giggling again_) No. Only three of your twenty questions left.

**Apple Bloom:** (_sighing_) We're never gonna guess what you're thinkin' of! It could be anything!

**Sweetie Belle:** Are we getting warmer?

**Fictionary:** Why? Is it too cold in here for you? I can turn up the heat.

**Apple Bloom:** She means, are we gettin' any closer with our guesses? (_Cut to Fictionary on the end of this._)

**Fictionary:** Oh!...No. And that technically counted as a question, so only two more left. (_Both think very hard._)

**Apple Bloom:** Is it… (_rapid fire_) …a six-legged pony with a purple polka-dotted mane and shootin' stars comin' out of his eyes…

**Sweetie Belle:** (_likewise_) …who flies through the air all over the world to hide magic sparkly eggs?

**Fictionary:** That's it!

**Apple Bloom, Sweetie Belle:** It is?

**Fictionary:** No. (_Embarrassed laugh._)

(_Cut to the two bad guessers, still smiling, as she puts a hoof into view to point upward._)

**Fictionary:** (_from o.s._) It's that.

(_They follow her gesture and find that she has picked out the telescope at her bedroom window. The view through the glass shows that the rain has stopped._)

**Fictionary:** But it was just so nice to see you two finally getting along, I wanted you to be able to win together. (_Apple Bloom and Sweetie Belle laugh._) See? We could've been having fun like this all along.

**Apple Bloom:** If only _somepony_ hadn't been so persnickety.

**Sweetie Belle:** Well, maybe she wouldn't have been if _somepony_ else hadn't been so sloppy.

(_They trade sidelong, riled-up glances for a moment, then smile again._)

**Apple Bloom:** Sorry for bein' such a pain in the patootie.

**Sweetie Belle:** Oh, no, I'm sure I was much worse.

**Apple Bloom:** That's kind of you to say, but I'm the one who's sorry.

**Sweetie Belle:** Oh, I'm much more sorry than you are.

**Apple Bloom:** (_sighing_) Are not.

**Sweetie Belle:** Are too.

**Apple Bloom:** Are not.

**Sweetie Belle:** Are too.

**Apple Bloom:** (_smiling_) Are not.

**Sweetie Belle:** (_smiling_) Are too.

(_Both laugh, and Twilight pops up between them; the curlers are gone from her mane._)

**Fictionary:** I declare my first slumber party a success!

**Apple Bloom, Sweetie Belle:** (_high-fiving_) Yeah! (_Laugh again; Fictionary levitates her book._)

**Fictionary:** Have fun, check! (_Another round of laughter as it closes._)

(_Dissolve to a stretch of floor stacked with books and pillows placed behind these. The area is otherwise back in order, and some of the topiaries have been placed near the bookshelves._)

**Sweetie Belle:** (_from o.s._) Now take two steps to your left.

(_Apple Bloom moves into view during this line, her motions hampered by the cucumber slices on her eyes._)

**Sweetie Belle:** (_from o.s._) Uh, no, my left. (_Apple Bloom tries to correct herself._)

**Apple Bloom:** Well, which is it? (_She stumbles into the books._) Whoa!

(_When she stands up from the collapse, she has lost the slices but gained a pillow on her head._)

**Apple Bloom:** (_smiling, as Sweetie Belle walks to her, curlers out_) That mess is _your_ fault, not mine. (_Both laugh._)

**Sweetie Belle:** Sorry.

(_She has taken out her curlers now. Pan to Fictionary, composing a report at a worktable._)

**Fictionary:** (_voice over, dictating_) "Dear Princess Luna: It's hard to believe that two ponies who seem to have so little in common could ever get along. But I found out that if you embrace each other's differences, you just might be surprised to discover a way to be friends after all."

(_She floats the quill away from the scroll and addresses herself across the room._)

**Fictionary:** So… (_Cut to the pair, Apple Bloom no longer wearing the pillow; she continues o.s._) …who's up for another slumber party tomorrow night?

(_They trade calculating smiles and promptly send a pair of pillows into her grinning face._)

**Fictionary:** How about a week from Thursday?

(_Cut to the library exterior and tilt up toward the cloudy sky, leaving only the observatory in view._)

**Fictionary:** (_from inside_) Oh! How about two weeks from Saturday? (_Laughter._) A month from now?

(_The clouds part at long last to let the sun shine through in a clear morning sky, accompanied by birdsong and more laughter. Fade to black._)


	8. The Ticket Master

Prologue

(_Opening shot: fade in to Fictionary and Apple Bloom in the Sweet Apple Acres orchards. It is daytime. Each has full baskets of apples on her back; Spines rides atop Fictionary's as she catches up to Apple Bloom and they begin to walk together._)

**Spines:** (_inspecting/tossing away apples_) No…nope… (_He continues to do so under the following._)

**Apple Bloom:** Thank you kindly, Fictionary, for helpin' me out. (_jostling her own baskets slightly_) I bet Babs Seed I could get all these Golden Delicious in the barn by lunchtime. (_close-up; giddily_) If I win, she's gonna walk down Stirrup Street in one o' Granny's girdles! (_Laugh; pan to Fictionary._)

**Fictionary:** No problem at all, Apple Bloom. I'm glad the goal is lunchtime. All this hard work is making me hungry. (_Spines' next apple bounces off her head._)

**Spines:** I know, right?

(_Annoyed glare from her, met by his sheepish grin._)

**Fictionary:** Puh-lease, Spines. You've been lounging on my back all morning while we worked.

**Spines:** Exactly! You two are taking so long, I missed snack time.

(_Close-up of Fictionary's gut, which begins to rumble; zoom out as she gives him a nervous look and giggle._)

**Fictionary:** I guess we better get some food.

**Spines:** (_still checking apples_) Nope…worm… (_finding a bright red one_) Aha!

**Fictionary:** (_licking her chops_) Oh, Spines! That looks delicious!

(_He abruptly yanks it away; a chomp, a spatter of juice in her face, and he has disposed of it in one bite._)

**Fictionary:** (_angrily_) Spines! (_He swallows._)

**Spines:** What?

(_He suddenly makes as if to vomit, but instead lets off a belch of blue fire that materializes into a scroll. It floats down to the trio._)

**Fictionary:** It's a letter from Princess Luna! (_Spines takes it, clears his throat, and unrolls it._)

**Spines:** (_reading_) "Hear ye, hear ye. Her Grand Royal Highness, Princess Luna of Equestria, is pleased to announce the Grand Galloping Gala, to be held in the magnificent capital city of Canterlot on the twenty-first day of…"

(_As he reads, tilt up to frame said capital city, high on its mountainside in the distance. Back to him, now skimming ahead._)

**Spines:** …yadda-yadda-yadda… "cordially extends an invitation to Fictionary Van Filly, plus one guest."

(_The news takes a moment to sink into both equine brains; zoom in as the faces in front of them brighten. Double gasp._)

**Fictionary, Apple Bloom:** The Grand Galloping Gala!

(_Snap to black._)

OPENING THEME

Act One

(_Opening shot: fade in to the two ponies, now jumping in place with excitement._)

**Fictionary, Apple Bloom:** The Grand Galloping Gala!

(_Spike, meanwhile, is having none of it. As they carry on, he makes a disgusted face and sticks a finger toward his open mouth as if to make himself vomit. The real gag reflex kicks in again; this time; his flaming belch resolves into a pair of gold tickets that float down toward him._)

**Spines:** Look! (_Cut to Fictionary; he holds them up and continues o.s._) Two tickets!

**Fictionary:** (_as he pulls them back_) Wow, great! I've never been to the Gala. Have you, Spines?

**Spines:** No, and I plan to keep it that way. I don't want any of that girly frilly frou-frou nonsense.

**Fictionary:** Aw, come on, Spines. A dance would be nice.

**Apple Bloom:** Nice? It's a heap good more than just nice! I'd love to go. Land sakes!

(_The view undergoes a wavering dissolve to a long line of ponies stretching across the grounds of the royal palace. Pan toward the head of it as Apple Bloom continues; they are passing a concession stand she has set up and are buying her wares in abundance._)

****Apple Bloom:** If I had an apple stand set up, ponies'd be chawin' our tasty vittles 'til the cows came home!

(_One customer takes a basket of apples and tosses several coins onto the counter, which are quickly scooped up._)

****Apple Bloom:** Do you have any idea how much business I could drum up for Sweet Apple Acres? (_She carries the money in her teeth and drops it into a full box._) Why, with all that money, we could do a heap of fixin' up 'round here.

(_Dissolve to the family barn, whose roof is in rather worse shape than when it was first seen in "Mare on the Sun."_)

****Apple Bloom:** We could replace that saggy ol' roof!

(_Evidently she is exaggerating the state of things a bit. A flash, and it has been put right. Dissolve to Babs Seed, another Apple family member, straining to pull a rusty plow in a field._)

****Apple Bloom:** And Babs Seed could replace that saggy ol' plow!

(_A flash, and it becomes a gleaming new farm implement. The next dissolve frames Granny Smith near the barn. She is up on her hind legs, with slippers on those hooves and an adult walker gripped in the front two, and is looking somewhat disheveled. For her, getting around on two legs is as slow a business as it is on four._)

****Apple Bloom:** And Granny Smith could replace that saggy ol' hip!

(_A flash, and her appearance has improved considerably; she throws the walker aside and bucks happily in all directions. WD back to Apple Bloom, in close-up._)

**Apple Bloom:** Why, I'd give my left hind leg to go to that Gala.

**Fictionary:** (_from o.s._) Oh! (_Zoom out as she moves closer._) Well, in that case, would you like to—

**Scootaloo:** (_from o.s. overhead_) WHOA!

(_The two have just enough time for one scared look up before she plummets to the ground, throwing dust and apples everywhere. When the view clears, all three ponies have wound up in a heap, with Spines looking on._)

**Scootaloo:** Are we talking about the Grand Galloping Gala?

**Apple Bloom:** Scootaloo! (_She stands up._) You told me you were too busy to help me harvest apples! (_Zoom out to frame Scootaloo, also up._) What were you busy doin'? Spyin'?

**Scootaloo:** (_dismissively_) No, I was busy…

(_Quick tilt up to a tree in which a pillow and blanket have been placed._)

**Scootaloo:** (_from o.s._) …napping. (_Ground level; she hovers upside down near Fictionary._) And I just _happened_ to hear that you have an extra ticket?

**Fictionary:** (_uneasily_) Yeah, but—

**Scootaloo:** (_backing off, doing a loop_) YES! This is so awesome! The Wonderbolts perform at the Grand Galloping Gala every year. I can see it now.

(_WD: a crowd at the palace, looking skyward. Three pegasi streak past as she continues, leaving gray thundercloud trails and lightning sparks in their wake._)

****Scootaloo:** Everyone would be watching the sky, their eyes riveted on the Wonderbolts. But then… (_Something slashes across the three trails._) …in would fly...

(_The streak of her tail marks her arrival; she does a sharp U-turn, knocking a cloud apart, then stops._)

****Scootaloo:** …Scootaloo!

(_Gasp from the crowd; the three Wonderbolts are speechless. In close-up, they are two mares and a stallion, all wearing goggles and blue/yellow full-body jumpsuits decorated with lightning bolts on each hoof. The stallion has a brown mane/tail, while one mare shows light blue and the other purple. Each jumpsuit has a winged lightning bolt where a cutie mark would normally go, and the garments leave manes/tails/wings/ears/snouts exposed._

****Scootaloo:** I would draw their attention with my Super Speed Strut. Then I would mesmerize 'em with my Fantastic Filly Flash. And for my grand finale, the Buccaneer Blaze!

(_For the first of these moves, she flies so low that she can touch the ground with her hooves, making it appear as if she is trotting normally. Cheers from the crowd. The second move finds her swooping into a nose dive straight toward them, only to pull out of it just above their heads. Finally, she gains speed before the camera cuts to ground level and a sudden blast of brilliant light washes over the audience. More cheering; the Wonderbolts' mouths drop open._)

****Scootaloo:** The ponies would go wild! (_She descends to ground level before the trio._) The Wonderbolts would insist that my signature moves be incorporated into their routine.

(_She shakes hooves with the stallion on the end of this. Close-up of her broadly grinning face._)

****Scootaloo:** And then…

(_A dissolve, and she is suited up as a member of the team. Zoom out to show her flying in formation, with a deep purple contrail instead of the clouds and lightning left by the others._)

****Scootaloo:** …welcome me as their newest member.

(_One last pass for the crowd, and the view does a WD back to her._)

**Scootaloo:** Don't you see, Fictionary? (_hovering_) This could be my one chance to show 'em my stuff! You gotta take me!

**Apple Bloom:** (_pulling her back, tail in teeth_) Hold on just one pony-pickin' minute here! (_Spit it out._) I asked for that ticket first.

**Scootaloo:** So? That doesn't mean you own it.

**Apple Bloom:** Oh, yeah? Well, I challenge you to a hoof-rassle. Winner gets the ticket.

(_At a nearby stump, they lock left forelegs and go to it—the pony equivalent of arm-wrestling. The contest remains deadlocked for a few seconds before Fictionary pops up and shoves them apart._)

**Fictionary:** Girls! These are _my_ tickets. _I'll_ decide who gets it, thank you very much. (_Pan to the other two as she continues._) Whoever has the best reason to go should get the ticket, don't you think?

(_Each speaker moves forward in turn._)

**Apple Bloom:** Drummin' up business for the farm?

**Scootaloo:** A chance to audition for the Wonderbolts?

**Apple Bloom:** Money to fix Granny's hip!

**Scootaloo:** Living the dream!

(_Back to Fictionary, who starts to realize what she has gotten herself into._)

**Fictionary:** Oh, my. Those are all pretty good reasons, aren't they?

(_Her empty stomach speaks up again._)

**Fictionary:** (_laughing nervously_) Listen to that. I am starving. (_backing off_) I don't know about you, but I can't make important decisions on an empty stomach. (_as Spines hops on her back_) So I'll, uh, think about it over lunch and get back to you two. And, Apple Bloom, tell Vincent he can stay with Applejack and Little Macintosh a bit longer. Okay?

(_She heads off as she finishes, leaving two dejected ponies in her wake._)

**Apple Bloom, Scootaloo:** Okay.

(_They trade a furious glare and resume their hoof-wrestling match. Wipe to a street in Ponyville, where Fictionary is taking her time with a stroll._)

**Spines:** So who are you gonna give the ticket to, Fictionary?

**Fictionary:** I don't know, Spines, but I _really_ can't think straight when I'm hungry.

(_They pass a door surrounded by architectural details that would be right at home on a life-sized gingerbread house, including a candy-striped column on either side and iced-gingerbread fences by the flowerbeds._)

**Fictionary: **So where should we eat?

(_The top half of the front door bursts open and Babs Seed rockets out through it for an impressive flying tackle. Dust clouds clear to reveal one supine unicorn and one prone earth pony, mixed up with an unconscious baby dragon as the two gold tickets flutter to the ground. They land on Babs' nose, startling her awake with a scream._)

**Babs Seed:** (_zipping back and forth_) Bats! Bats on my face! Heeeelp!

(_She calms down enough to get a look at the "bats."_)

**Babs Seed: **Wait! (_Close-up of the tickets; she continues o.s._) These aren't…

(_Back to her, eyes now filled with stars as more whirl behind her._)

**Babs Seed:** ...tickets to the Grand Galloping Gala?!

(_WD to her, zipping about on the confetti-and-streamer-strewn palace grounds._)

****Babs Seed:** It's the most amazing, incredible, tremendous, super-fun, wonderful, terrifically humongous party in all of Equestria! I've always, always, _always_ wanted to go!

**_Light calliope melody, brisk 3 (G major)_**

(_Now she hops against a background of assorted sweets, hearts, and balloons, in addition to the confetti and streamers._)

**Babs Seed: **_(Singing)_ Oh, the Grand Galloping Gala is the best place for me  
Oh, the Grand Galloping Gala is the best place for me  
Hip hip hooray, it's the best place for me  
For Babs Seed

(_spoken_) With decorations like streamers and fairy light and pinwheels and piñatas and pincushions! With goodies like sugar cubes and sugar canes and sundaes and sunbeams and sarsaparilla! And I get to play my favoritest of favorite fantabulous games, like Pin the Tail on the Pony!

(_During the spoken interlude, she takes in more of the scenery and swings a club in her teeth to shatter a piñata, then hops over to a table loaded with the snacks she has named. The sunbeams are represented by a sun-shaped piñata hanging over the table. Finally she plays the game, blindfolded and trying to pin a paper tail to the right spot on a pony drawing. When she pulls the blindfold down, she is surprised to find her own tail stuck to the wall and the paper one attached to her rump. This little mishap corrects itself in the next shot._)

(_As the singing resumes, Babs Seed sees her distorted reflection in a funhouse mirror—which stays put and waves when she gallops off—then leaps into a photo booth to get several crazy pictures taken. Her next stop, with a clown filling helium balloons, gets her a big enough bunch tied to her midsection to float her up among the shower of treats and party favors._)

****Babs Seed:** _(Singing)_ Oh, the Grand Galloping Gala is the best place for me  
Oh, the Grand Galloping Gala is the best place for me  
'Cause it's the most gala-rific, superly terrific gala ever  
In the whole galaxy  
Whee!

**_Song ends_**

(_WD back to the street; Babs Seed hops around a properly befuddled Fictionary._)

**Babs Seed:** Oh, thank you, Fictionary! It's the most wonderful-est gift ever!

(_The two pairs of eyes and up a fraction of an inch apart when she stops, but Fictionary soon backs off a bit. As she speaks, cut to the tickets, which Spines gathers up._)

**Fictionary:** Um, actually…

(_A sharp gasp from o.s. startles him; zoom out to show Sweetie Belle looking over his shoulder._)

**Sweetie Belle:** Are these what I think they are?

**Fictionary:** Uh…

**Babs Seed:** (_jumping in place_) Yes, yes, yes! Twilight's taking me to the Grand Galloping Gala in Canterlot!

**Sweetie Belle:** (_gasping softy_) The Gala? I design ensembles for the Gala every year, but I've never had the opportunity to attend. Oh, the society, the culture, the glamour! (_toying with her mane_) It's where I truly belong, and where I'm destined to meet…_him!_

**Babs Seed:** Him! (_Puzzled looks from her and Fictionary._) Who?

**Sweetie Belle:** (_dreamily_) Him.

(_WD to a broad violet curtain/sash strung between two marble columns on the palace grounds. The view is ringed with white, marking it even more clearly as a fantasy than the three preceding sequences, and the action occurs in a series of dissolves from one freeze-frame to the next. The cloth lifts to expose Rarity; other party-goers turn toward her, surprised._)

****Sweetie Belle:** I would stroll through the Gala, and everyone would wonder, "Who _is_ that mysterious mare?"

(_Ground-level view of her hooves, shifting up to expose the rest of her; now she wears an ornate, gold-colored dress with roses at the neckline. She tosses her head coquettishly._)

****Sweetie Belle:** They would never guess that I was just a simple pony from little old Ponyville.

(_Next she approaches Luna's throne and kneels; the regal pony moves aside to expose a grey unicorn stallion behind her. He wears black tuxedo lapels with a boutonniere and a blue bow tie over his dress shirt front, his mane and tail are orange, and his cutie mark is an a group of saddle bags. This individual looks every bit the future ruler of Equestria. When he opens his eyes, they are seen to be the shiniest black._)

****Sweetie Belle:** Why, I would cause such a sensation that I would be invited for an audience with Princess Luna herself. And the Princess would be so taken with the style and elegance that she would introduce me to _him_, her nephew.

(_Her eyes pop as he flashes a dazzling smile. They touch horns and foreheads, then share a dance on a ballroom floor that has been cleared for them as Luna and the party-goers watch. Next he kneels before her, revealing a diamond ring on his horn; once she recovers from the shock of seeing it, her eyes pop even wider as she reacts ecstatically._)

****Sweetie Belle:** The most handsome, eligible unicorn stallion in Canterlot! Our eyes would meet, our hearts would melt, our courtship would be magnificent. He would ask for my hoof in marriage, and of course I would say _YES!_

(_A chapel altar, where the groom waits before a packed house. The guests turn toward the door, where Sweetie Belle enters in a gold-trimmed white gown whose train stretches nearly half the entire length of the aisle. She has added flowers to her mane. The two touch horns again when she reaches the altar._)

****Sweetie Belle:** We would have a royal wedding befitting a princess, which is… (_giggle_) …what I would become upon marrying _him!_ The stallion of my dreams.

(_WD to Sweetie Belle and Fictionary in the street._)

**Sweetie Belle:** Fictionary! I simply cannot believe you would invite Babs Seed so she can… (_disdainfully_) …party… (_normal tone_) …and prevent me from meeting my true love! How could you? (_turning away_) Hmph!

(_Cut to some distance behind Spines, at ground level, and zoom in quickly. The camera motion makes it appear to be hopping, and the reason for this becomes clear when a small brown male rabbit with a dark brown 'ring' on his eye, zips out and snatches the tickets out of Spines' hand. He does a quick U-turn._)

**Spines:** (_from o.s._) Hey!

(_The rabbit scampers up a long blue tail, along a yellow back, and stops on top of Heartsong's head to hold the tickets before her eyes. She gasps at the sight._)

**Heartsong:** Ringo, these are perfect. (_Back to Fictionary, Babs Seed—jumping in place—and Sweetie Belle._)

**Fictionary:** Uh, listen, guys. I haven't decided who to give the extra ticket to.

**Babs Seed** (_irritated_), **Sweetie Belle** (_eagerly_)**:** You haven't?!

**Heartsong:** (_from o.s._) Um…excuse me.

(_They look behind themselves and find Fluttershy and Ringo, the rabbit, close by; the latter is back on the ground and holds the tickets._)

**Heartsong:** Fictionary, I would just like to ask…I mean, if it would be all right…if you haven't given it to someone else…

**Sweetie Belle:** (_disbelieving_) You? _You_ want to go to the Gala?

**Heartsong:** Oh…no. (_Ringo kicks her leg; she thinks again._) I—I mean, yes…or, actually, kind of. You see…

(_WD to her in a lush garden on the palace grounds. She flies along a path lined by flowering shrubs and trees loaded with birdhouses._)

****Heartsong:** …it's not so much the Grand Galloping Gala, as it is the wondrous private gated garden that surrounds the dance. The flowers are said to be the most beautiful and fragrant in all of Equestria.

(_She stops at a flower and buries her face in it to inhale its scent, then flies to another clump of trees._)

****Heartsong:** For the night of the Gala, and that night alone, will they all be in bloom. And that's just the flora! Don't get me started on the fauna. Oh, my sister Song Cue and cousin Fluttershy would be all over those!

(_A swarm of butterflies zips past; behind them, the view changes to show her looking happily at the following birds as she names them. The first three jays she names land on her head, the two birds after them on her back._)

****Heartsong:** There's loons and toucans and bitterns, oh my! Hummingbirds that can really hum, and buzzards that can really buzz! White-bluejays, and redjays and greenjays, pinkjays and pink flamingos!

(_This last scares the others away and lets off a squawk before the view undergoes a WD back to the street. Heartsong has gathered Ringo into her front hooves and is hovering just in front of Fictionary._)

**Fictionary:** Gee, Heartsong, it sounds…beautiful?

**Scootaloo:** (_from o.s._) Wait just a minute! (_Quick pan to her, perched on a roof._)

**Fictionary:** (_from o.s._) Scootaloo! (_Back to her._) Were you following me? (_Rainbow lands._)

**Scootaloo:** No—I mean, yes—I mean, maybe—look, it doesn't matter! I couldn't risk a goody-four-shoes like you giving that ticket away to just anybody. (_Zoom out; Apple Bloom walks up, Vincent Van Colt walking alongside._)

**Apple Bloom:** Wait just another minute!

**Fictionary:** Apple Bloom! Were you following me too?

**Apple Bloom:** No, I was followin'… (_pointing at Scootaloo_) …_this_ one, to make sure she didn't try any funny business! Still tryin' to take my ticket.

**Scootaloo:** (_floating off ground_) _Your_ ticket?! (_Babs Seed approaches._)

**Babs Seed:** But Fictionary's taking _me!_

**Vincent: **Wha…

(_Fictionary finds herself on the wrong end of a quintuple verbal fusillade when Heartsong and Sweetie Belle join in on the argument. Vincent looks bemused, but worried at his big sister. Zoom in slowly on the hapless unicorn as she huddles under the onslaught, then snap to black._)

Act Two

(_Opening shot: fade in to Fictionary against a pink background, in the bottom center portion of the screen. The remaining area is quickly tiled in with squares that contain the faces of the other five ponies, who are still directing their abuse her way. She endures for several seconds, then loses her grip._)

**Fictionary:** QUIET!

(_The Ponyville street backdrop restores itself, and the five tiles slide away to frame the whole group again. Everyone clams up except for Babs Seed._)

**Babs Seed:** And then I said, "Oatmeal? Are you craz—"

(_She finally cuts herself off when Fictionary glares at her._)

**Babs Seed:** Oh.

**Fictionary:** Girls, there's no use in arguing.

**Sweetie Belle:** But, Ficti— (_Fictionary throws out a foreleg to back her off._)

**Fictionary:** This is my decision, and I'm gonna make it on my own. And I certainly can't think straight with all this noise!

(_Her still-empty gut voices its own dissatisfaction._)

**Fictionary:** Not to mention hunger. Now go on! Shoo!

(_The others disperse with much reluctant grumbling._)

**Fictionary:** (_calling after them_) And don't worry! I'll figure this out! (_softly, to herself_) Somehow.

**Vincent: **Sis, what exactly happened?

**Fictionary: **_(Sighs) _Oh, Vincent. I'm in a pickle. My friends all want to go to the Grand Galloping Gala, but I only have 1 free ticket.

**Vincent: **Oh. I understand. That can be hard.

_(Fictionary's tummy rumbles.)_

**Vincent: **I suppose you'd want something to eat 1st.

**Fictionary: **I would.

**Vincent: **Don't worry. The awnser will show up sooner or later.

(_Wipe to the exterior of a thatched-roof building with several giant, flat-topped mushroom tables out front and signs at the door and walk showing clover blossoms. The tables have piles of hay for seats. The presence of a very properly-dressed, green earth pony stallion at one table marks this establishment as a café or restaurant, which is doing a brisk business. Two toned blue mane and tail, white dinner-jacket lapels and shirt front, red bow tie, white spats. Fictionary and Spines are seated at a table farther back; he reads a menu while she slumps over the tabletop. Zoom in on them._)

**Fictionary:** (_wearily_) Ah, Spines, Vincent… (_Close-up; a vase of flowers stands between them._) …what am I gonna do? (_levitating a flower_) All five of my best friends have really good reasons to go to the Gala. (_pulling one petal at a time_) Apple Bloom…or Scootaloo…

(_Close-up of the falling petals; more soon join them._)

**Fictionary:** (_from o.s._) Babs Seed or Heartsong, Sweetie Belle… (_Zoom out to frame her._) …oh, who should go with me?

(_Yet another grumble from down south; her face falls, and she sticks out her tongue to round up the petals and eat them. A male voice catches her by surprise._)

**Male voice:** Have you made your decision?

(_A longer shot reveals that the speaker is the waiter, Green Daze._)

**Fictionary:** I CAN'T DECIDE! (_The other diners stare at her._)

**Vincent:** (_pointing to menu_) Fictionary, he just wants to take your order.

**Fictionary:** (_sheepishly_) Oh. I would love a daffodil and daisy sandwich.

(_Green Daze's cutie mark—a snow cone—and blueish eyes can now be seen._)

**Vincent: **I'll have the same thing too, thanks, sir.

**Spines:** Do you have any sapphires? (_Funny look from Green Daze._) No? (_tossing menu over shoulder_) Okay. I'll have the hay fries—extra crispy. (_Green Daze leaves them._)

**Fictionary:** What do you think, you 2?

**Spines:** I think we have to try another restaurant. I mean, I like grass just fine, but would it hurt anybody to offer some gemstones?

**Vincent:** She means, about the Gala and the ticket and who she should take!

**Spines:** Oh. You're still on that? (_Fictionary leans angrily over the table, knocking the vase away._)

**Fictionary:** Spines, listen! (_settling back down_) How do I choose? And when I do choose, will the other four be mad at me?

(_Her image recedes into the bottom center as the background fades to pale blue._)

**Fictionary:** I mean, I could give up my ticket and give away two, but that would still leave three disappointed ponies. What if I—

(_During this line, the following visuals appear. One, a single ticket pops into view, then disappears and is replaced by two. These wink out in turn, and the faces of Babs Seed, Scootaloo, and Sweetie Belle appear from left to right. The first two are merely sad, while the third is crying her eyes out. Finally, all three vanish and the café background restores itself just in time for her sandwich to be set before her._)

**Green Daze:** (_from o.s._) Ah, your food. (_Camera shift; he has also served Spines and Vincent, who are digging in._)

**Fictionary:** Oh, thank you. This looks _so_ good. (_as he leaves_) I'm sure everything will be much clearer once I eat.

(_She levitates the sandwich toward her mouth, but a small stampede past the table gets her attention first._)

**Green Daze:** (_from o.s._) Um, madame? (_Cut to him, just inside the front door._) Are you going to eat your food in the rain?

**Fictionary:** It's not raining.

(_Zoom out quickly to show that her table now sits in a spot of tranquil clear sky at the heart of an instant thunderstorm._)

**Fictionary:** (_looking up along with Vincent_) What's going on?

**Vincent: **You're guess is as good as mine, sis.

(_Tilt up quickly to the clouds; Scoots cheerfully pokes her head through a hole in them._)

**Scootaloo:** Hi there, best friend forever I've ever ever had! Enjoying the sunny weather?

**Fictionary:** (_suspiciously_) Scootaloo, what are you doing?

**Scootaloo:** (_innocently_) What do you mean? I just saw the smartest, most generous pony about to get rained on— (_Back to Fictionary, not impressed; she continues o.s._) —so I thought I'd kick a hole in the clouds to keep her dry so she could dine in peace. That's all. (_Long shot of the two._)

**Fictionary:** Scoots, you're not trying to get extra consideration for the extra ticket by doing me extra-special favors— (_Close-up._) —are you?

(_The camera now shifts to frame Scootaloo, her head illuminated by the sun behind her as if she were wearing a halo._)

**Scootaloo:** Me? No, no, no, of course not.

**Fictionary:** Uh-huh.

**Scootaloo:** Seriously, I'd do it for anypony.

(_Or not, judging from the customers bolting for cover from the downpour. Scootaloo swallows hard and manages a nervous little laugh at having been caught out._)

**Scootaloo:** Uh…

**Fictionary:** (_firmly_) Scootaloo, I am not comfortable accepting unwanted favors. (_Back to Scootaloo; she continues o.s._) So I'd appreciate it if you'd close up that rain cloud right now. (_Groan from Scootaloo._)

**Scootaloo:** Fine!

(_She zips the hole closed, sealing herself off from view._)

**Fictionary:** That's better.

(_The sandwich levitates up toward her mouth again—but before she can take a bite, the rain turns both it and her mane into a waterlogged shambles. One ear droops and she growls to herself as the camera pans to Spines and Vincent, who stifle laughs until Sweetie Belle arrives on the scene. The white unicorn has donned a saddle with an ornate umbrella attached to keep herself dry._)

**Sweetie Belle:** Fictionary! It's raining.

**Fictionary:** (_deadpan_) No. Really?

**Sweetie Belle:** (_yanking her away_) Come with me before you catch a cold!

(_Wipe to the exterior of the Carousel Boutique, then cut to Fictionary in the ground-floor showroom. She shakes herself dry, then looks over her shoulder and gives an uneasy little laugh._)

**Fictionary:** Oops.

(_A pan in that direction reveals the reason: she has thoroughly drenched Sweetie Belle, whose mane and tail have gone limp. The latter has done away with the umbrella saddle._)

**Fictionary:** (_from o.s._) Sorry.

**Sweetie Belle:** (_forcing a smile_) Oh, no. It's quite all right. (_Back to Twilight; she slides up to nuzzle her shoulder on the following._) After all, we are…the best of friends, are we not?

(_Her coiffure has dried out in this shot. Now she takes Fictionary's forelegs in her front hooves._)

**Sweetie Belle:** And you know what the best of friends do. (_She backs up._)

**Fictionary:** Uh… (_Zoom out; Spines is behind her._)

**Sweetie Belle:** (_singsong_) Makeover!

(_In a blink, she has zipped a privacy screen in front of all three. Dust puffs up from behind it as the camera shakes to the sound of Sweetie Belle's high-speed overhauling._)

**Fictionary:** (_from behind screen_) Oof!…Sweetie Belle!...Ow!...This really isn't fixing it…I mean, thank you, but… (_strained_) …oh, that's too tight!

(_Ground level. The screen is whisked away to expose Fictionary's hooves, and the camera tilts up slowly to her new finery: a blue-green saddle trimmed in blue, with yellow tassels where the stirrups would normally hang, and a blue collar/necklace trimmed with a strand of rainbow-colored beads. The recipient of this outfit eyes it with great trepidation._)

**Sweetie Belle:** (_from o.s._) There! Oh, you're simply _darling!_

**Fictionary:** Uh… (_smiling_) …yeah, it is kinda pretty, isn't it? Oh, Sweetie Belle, I didn't know you made dresses like this.

**Sweetie Belle: **Oh, this isn't made by me. Why, would you believe who did make it? My own little sister, Rarity. And she's only a filly too. Isn't that impressive?

**Vincent: **Golly! She has such talent to pull something like this off.

**Younger, sophisticated female voice: **Oh, why thank you darling.

_(The camera shows a very light grey unicorn filly, with a moderate indigo mane/tail with dark mulberry to moderate mulberry in shaded areas and Moderate azure eyes. She has no cutie mark as of yet.)_

**Vincent: **You're Rarity?

**Rarity: **I sure am. And you are?

**Vincent: **Vincent Van Colt. Fictionary Van Filly's little brother.

**Rarity: **It's an honour to meet you, Vincent. Ooh, I have more where this came from. Want to see?

**Vincent: **_(To Fictionary) _Can I?

**Fictionary: **Don't see why not.

**Rarity: **_(Ecstatic) _Great! Let's go!

_(Both foals gallop off. Quick pan to Spines, who makes as if to heave his guts at the sight; Rarity pops over to him next, jostling him so that he briefly shoves his whole hand down his throat._)

**Sweetie Belle:** And _you!_ Oh, Spines, I have a dandy little outfit for the dashing gent.

(_He tries to make a break for it as she whips the screen out again, but too late; she drags him back and the dust flies again._)

**Spines:** (_from behind screen_) Ow…oh…hey…oh…watch it…whoa!

(_When the screen slides back this time, the camera tilts up from ground level to show him decked out in a blue ensemble with a light green cummerbund that would fit right in for Ponyville's next production of Little Lord Fauntleroy. A curly blond wig covers his head spines. Seeing the end result, he tries to cover himself._)

**Fictionary:** (_from o.s,_) Oh, Spines… (_Camera shift to frame all three; Sweetie Belle plunks a broad plumed hat on his head._)

**Sweetie Belle:** Now you just need a hat.

**Spines:** Bleah! I told you, I don't want any part of this girly Gala gunk. See you back at the library.

(_He bails out fast enough to leave the new clothing floating to the ground. Sweetie Belle forces a laugh, then dismisses him with a wave of her hoof._)

**Sweetie Belle:** Oh, who needs him anyway? (_She pulls a mirror up, showing Fictionary's reflection, and backs o.s._) This is all about you— (_Fictionary admires herself._) —and how fabulous you'll look at the Grand Galloping Gala.

**Fictionary:** (_snapping back_) Wait. The Grand—

(_Big gasp from the o.s. singer; cut to her, approaching a pony mannequin in an identical saddle/collar rig._)

**Sweetie Belle:** And oh, my goodness, what a coincidence. I happen to have an ensemble of my own that matches yours to a T. (_The mirror; her reflection throws a hoof around Fictionary shoulders._) We would be the belles of the ball, you and I. Everyone would be clamoring for our attention. (_getting carried away; zoom in as she gets Fictionary in a headlock_) All eyes would be on us, and then everyone would finally know. The most beautiful, most talented, most sophisticated pony in all of Equestria… (_Extreme close-up of her eyes, which open to show stars._) …is Sweetie Belle the unicorn!

(_Longer shot of the pair. She has let go of Fictionary, who has wound up in a rather annoyed half-crouch, and realizes that her fantasy has gone just a bit overboard._)

**Sweetie Belle:** (_laughing nervously, patting Fictionary head_) And Fictionary, of course.

**Fictionary:** (_straightening up_) I see what's going on. (_Fictionary backs up._) You're just buttering me up so I give you the extra ticket.

(_Close-up of the worried white unicorn._)

**Fictionary:** (_from o.s._) Well, it's not gonna work! _(Sweetie Belle ducks as the saddle is thrown at her._) You're going to have to wait for my decision just like everyone else!

(_On the end of this, the beads land on her horn. Back to Fictionary, on her way out the door. Vincent catches sight and feels worried for his sister._)

**Vincent: **Oh my. Looks like Fictionary may need my help. _(Gallops after her) _Sorry, Rarity!

**Rarity: **Quite alright, my dear. Do come back anytime!

**Fictionary: **_(To Sweetie Belle) _Now, if you'll excuse me, I've been trying all day just to get some lunch! (_Apple Bloom pokes her head in._)

**Apple Bloom:** Did somepony say lunch?

(_The famished unicorn is unceremoniously yanked out the door to land flat on the grass. The thunderstorm that ruined her lunch has stopped. When she gets upright again, her jaw drops. Cut to her perspective of the reason: a cart piled high with all manner of apple treats, even more food than was brought out during the Apple family brunch two episodes earlier. Tilt slowly up to the top of the mass._)

**Fictionary:** You've got to be kidding me! (_Apple Bloom starts pointing out the items._)

**Apple Bloom:** I got apple pie, apple fritters, apple tarts…

(_Cut to the dumbstruck Fictionary, whose irises and pupils grow to nearly fill her eye sockets as if her empty stomach were in control of them now._)

**Apple Bloom: **(_from o.s._) …apple dumplin's, apple crisp, apple crumblers, aaand… (_holding up a slice of dessert on a plate_) …apple brown betty!

(_Cut to both ponies; Applejack has the last item balanced on her head._)

**Apple Bloom:** Uh, the dessert, not my niece. What do you say there, best friend? (_Stomach growl; zoom in on Fictionary._) Is that a yes?

(_Eyebrows lower resolutely over the fuchsia irises for a tense moment._)

**Fictionary:** No! _No!_ (_Apple Bloom recoils, the plate falling off her head._) I don't know who I'm giving the ticket to, and all these favours aren't making it any easier to decide. In fact, I'm less sure now than I was this morning! (_She gallops off with a loud, frustrated groan. Vincent follows after her, worried_)

**Apple Bloom:** So that's a maybe?

(_Snap to black._)

Act Three

(_Opening shot: fade in to the exterior of the library. Fictionary walks into view toward the front door with another groan._)

**Fictionary:** I never thought being showered with favors would be so aggravating!

**Vincent: **And I never thought that not getting to know other foals around here would be so frustrating. Seriously, I was having a good talk with Rarity just now.

**Fictionary: **I do apologise, Vincent, but until you start school, I'm holding off any foal hangouts without me at set location.

(_Her perspective of the door, which opens under her magic to reveal Heartsong and several of her animal friends cleaning up the place. The yellow pegasus vocalizes the first phrases of the original My Little Pony jingle/theme as she flits from shelf to shelf. Back to Fictionary, who voices a disheartened little gasp._)

**Fictionary:** Heartsong, not you too!

**Heartsong:** Oh...well, hello, Fictionary. I hope you don't mind, but we're all doing a little spring cleaning for you.

**Fictionary:** (_dryly_) It's summer.

**Heartsong:** Oh…well, better late than never, right? (_Blush; ingratiating smile._) It was Ringo's idea.

(_The brown bunny has donned a chef's hat and is tossing a salad with a happy squeak and wave._)

**Fictionary:** You're not doing this for the ticket, are you?

**Heartsong:** (_descending to floor_) Oh, no. I'm doing this because you're my very best friend. Right, Ringo?

(_Cut to Ringo, who gives her a disgusted look._)

**Heartsong:** (_from o.s._) Oh. (_Back to her._) Yes. We _are_ just doing this for the ticket.

(_Ringo proffers the salad, Fictionary's stomach grumbling in response; her words come with enough force to blow food and chef backward._)

**Fictionary:** No, no, NO! (_heading for door, magically opening it_) Well, this was all very nice of you and Ringo, but I am not accepting any extra favors until I've made my final decision. (_pointing out_) So I'm going to have to ask you to leave.

(_A burst of confetti and streamers comes flying in._)

**Vincent: **Yah! _(Shoots upwards in surprise.)_

**Babs Seed, Crowd:** (_from outside_) SURPRISE!

**_Cheerful melody, fast 4 (E flat major)_**

(_Party noisemaker horns are blown at Fictionary, and the orange goofball reaches in to yank her bodily onto the lawn. Outside, the group repeatedly tosses her upward during the following; each of her spoken lines is in midair._)

**Babs Seed:** _(Singing)_ Fictionary's my bestest friend, whoopee, whoopee

**Fictionary:** Babs Seed…

**Babs Seed: **_(Singing)_ The cutest, smartest, all-around best pony, pony

**Fictionary:** Babs Seed…

**Babs Seed: **_(Singing)_ I bet if I throw a super-duper fun party, party

**Fictionary:** Babs Seed!

**Babs Seed:** (_hopping around, singing) _She'll give her extra ticket to the Gala to me

**_Song ends_**

**Fictionary:** _BAAABS SEEED!_

(_Babs Seed finally shuts up as all the spectators back off—leaving Fictionary to hit the ground on her back._)

**Babs Seed:** (_innocently_) Yes, Fictionary? (_She flutters her eyelashes._)

**Fictionary:** (_sitting up_) At least the other ponies _tried_ to be subtle about the ticket! (_Zoom out slowly to frame all the ponies._)

**Mare 1:** Wait. What ticket? What Gala?

**Babs Seed:** Oh, you didn't know? (_Longer shot; the crowd grows._) Fictionary has an extra ticket to the Grand Galloping Gala!

(_Close-up of the holder of said ticket, whose eyes show that she has just hit panic mode._)

**Crowd:** (_from o.s._) The Grand Galloping Gala?! (_Longer shot._)

**Various:** Have I ever told you how much I love your mane? (_Spines runs by, pulling her and Vincent away._) I'll wash your dishes!

(_They stop short, finding their retreat blocked by a peachy coloured earth pony mare with a curly, light orange-yellow and tail. She has green eyes and a cutie mark of three peaches, and she holds a bunch of these peaches out to Fictionary. This pony will later be identified as Peachy Pie._)

**Peachy Pie:** Would you like any help with your gardening? (_Turn around; another has cut them off._)

**Mare 2:** (_holding up carrots_) I have a cartload of extra carrots. (_The crowd closes in; shouting offers; Spines climbs on Fictionary's back._)

**Vincent:** What are we gonna do?

**Fictionary:** We're…gonna…_RUUUNNN!_

(_On that last word, she leaps out of the crowd with Vincent close behind and Spines clinging to her tail, and bug out. As the ticket-seekers give chase, she races past the door from which Babs Seed tackled her in Act One. It is attached to a building that is otherwise unremarkable except for the previously noted details and the fact that its entire roof appears to be made of iced gingerbread. A sign marked with a cupcake hangs near one window, and a water pump and trough stand at the opposite side. This is Sugarcube Corner. The massed ponies charge by, whereupon she, Vincent and Spines peek out from behind Apple Bloom's cart of goodies. All clear until a pony in the nearest building—a flower/herb shop, judging from the flower-marked sign over the door—opens the door and sees them; then Peachy Pie pops up from inside the cart, spooking Fictionary, Vincent and Spines into another escape._)

(_As the stampede barrels across Ponyville, one of its number stumbles and falls by the wayside—Sunny Daze. Light yellow earth pony mare, blue eyes, curly white mane/tail, cutie mark showing a sun. The others pass a figure in a dress and bonnet, pushing a baby carriage with a young pony walking alongside in a hat and clock. The exposed tails and legs give it away as Fictionary and Vincent, but the others pay no mind. It is now sometime in the late afternoon. After they have gone, she pokes her head out and Spines is revealed to be standing in for the "baby"—complete with bonnet and pacifier. Sunny catches sight of the pair and re-directs the mob back toward them; he and Fictionary and Vincent make tracks, ditching their getups, and take cover by clinging to the underside of a bridge over the stream bordering Ponyville. As the dragon wipes his brow in relief, he loses his hold and falls into the water._)

(_Close-up of a mannequin dressed in a Santa Claus hat and matching saddle trimmed with jingle bells; zoom out to show it standing in a shop window. Fictionary is next to it, dressed as a clown complete with rainbow-striped wig and rubber nose, and next to her is Spines as a bewigged hula dancer. Vincent is dressed as an artist with a berate and paint pallet in his hoof. They hold their pose as the crowd thunders past, then lose the disguises and exit the premises—a costume shop—only to find themselves cornered at last._)

(_The ponies make their inexorable advance, eagerly shouting offers for the ticket, and Fictionary's horn flares white as she grits her teeth to the breaking point. A flash of blinding light, and she, Vincent and Spines have disappeared thanks to her teleportation, leaving a crush of extremely confused would-be Gala guests. Cut to inside the library's reading room; a second flash deposits the trio here, all dizzy and Spines singed from the trip._)

**Spines:** Warn me next time you're gonna do that! (_He shakes clean; Fictionary comes around._)

**Vincent: **_(Dizzy) _No kidding there, Spines.

**Fictionary:** I didn't even know it was gonna happen! Now, quick! Lock the doors!

(_Outside, night has fallen. She blows out the lantern at one window, Spines slams the front door, and all the lights in the windows are switched off by the 2 ponies. This shot reveals a detail of the building that was not visible in previous shots: an observatory platform attached to the topmost limb. Inside, she, Vincent and Spines lean wearily against each other._)

**Fictionary:** Phew.

(_The lights come on, startling them; quick pan to the reason—her five friends have gathered in a loft above the bookshelves and are waiting expectantly. Fictionary screams._)

**Fictionary:** I can't decide, I just can't decide! It's important to all of you and I just can't stand to disappoint any of you, and giving me gifts and doing me favors won't make any difference— (_Cut to the others, now chastened; she continues o.s._) —because you're all my friends, and I want to make you all happy— (_Back to her, Vincent and Spines_.) —and I can't! I just can't!

(_She winds up in a huddle on the floor, forelegs wrapped around head, as Apple Bloom walks up._)

**Apple Bloom:** Fictionary, sugar, I—I didn't mean to put so much pressure on you. And if it helps, I don't want the ticket anymore. You can give it to somepony else. I won't feel bad, I promise. (_Heartsong flies down to them._)

**Heartsong:** Me too. I feel just awful that I made _you_ feel so awful. (_Babs Seed and Sweetie Belle are still in the loft._)

**Babs Seed:** And me too. It's no fun upsetting your friends.

**Sweetie Belle:** Fictionary, it was unfair of me to try to force you as I did.

**Scootaloo:** (_hovering in midair_) YES! That means the ticket is mine! (_laughing, singing_) I got the ticket, I got the ticket—

(_She cuts herself off and shifts gears after getting a good look at the quartet on the reading room floor, all of whom are giving her slightly dirty looks._)

**Scootaloo:** You know, I haven't perfected my signature moves for the Wonderbolts anyway. I don't need that ticket either.

**Apple Bloom:** We all got so gung-ho about goin' to the Gala— (_Close-up of Fictionary; she continues o.s._) —that we couldn't see how _un_-gung-ho we were makin' you. (_Fictionary smiles._)

**All ponies but Fictionary and Vincent:** (_from o.s._) We're sorry, Fictionary.

**Fictionary: **_(Now relieved) _That's alright girls. I forgive you.

**Vincent: **So, you all wanted to go to this party, right?

**Sweetie Belle: **We sure did.

**Vincent: **What exactly _is _the Grand Galloping Gala?

**Scootaloo: **Well, Vincent _(Hovering around the room as she talks) _It's a place where ponies go to do a bunch of different things. Like, the Wonderbolts performing their tricks. _(She lands on the floor on the last word.)_

**Apple Bloom: **And there's a bunch of food for ponies ta eat.

**Sweetie Belle: **The ponies there dress up really fancy too.

**Heartsong: **And the Gala is the one night that the garden and animals come more alive then ever before.

**Fictionary: **And I remember mum telling me about a big after party afterwards.

**Vincent: **_(Gasps) _I got it! _(He whispers to his big sister so quietly that no pony hears him. When he finishes, the light blue unicorn grins with happiness.)_

**Fictionary:** Spines, take down a note.

(_Cut to him, whipping out quill and blank scroll to take her dictation, and pan to frame her standing up again._)

**Fictionary:** "Dear Princess Luna…" (_levitating both tickets_) "I've learned that one of the joys of friendship is sharing your blessings."

(_The camera follows the tickets as they float past the others, putting her o.s._)

**Fictionary:** (_from o.s._) "But when there's not enough blessings to go around, having more than your friends can make you feel pretty awful." (_They reach Spines and one of them is given to him)_ "So, I appreciate the invitation… I will coming to the gala with Spines." (_Back to her._)

**Others:** WHAT?!

**Fictionary: **"But, thanks to Vincent Van Colt, we have another idea too. The Gala will need a lot of catering business, and I think Apple Bloom would be the perfect mare for the job."

**Apple Bloom: **Why… ah don't know what ta say.

**Fictionary: **"As the Wonderbolts will be there, my friend Scootaloo would like to have a shot of impressing them. I was wondering if you could open an audition up for her?

**Scootaloo: **_(Gasps) _Ohmygoshohmygoshohmygoshohmygosh!

**Fictionary: **"Heartsong _loves _animals a lot and really wants to see the garden in full bloom. I request for her to assist with the set up for the night."

**Heartsong: **Oh wow! I never dreamed this would be happening!

**Fictionary: **"Sweetie Belle really wants to get to know your nephew, and I was wondering if you could look into that for her, as well as maybe get to sing at the Gala."

**Sweetie Belle: **Sing, at the Gala!? _(Faints with excitement)_

**Fictionary: **"And as for the after party, I think Babs Seed would love to lend a hoof with that. Could you arrange for her to help out too?"

**Babs Seed:** This! Is! Amazing! Oh, thank you, thank you, thank you!

**Fictionary: **"Your faithful student, Fictionary Van Filly."

**Apple Bloom:** (_gasping softly, as Sweetie gets up_) Fictionary, you don't have to do that.

**Fictionary:** Well, I wanted the best for all my friends, and now, we can possibly have it. Spines, you can send it now.

(_He opens the nearest window and burns the scroll to get it gone. Zoom out to frame Heartsong in the foreground._)

**Heartsong:** Now we can all go to the Gala.

**Fictionary:** We just need to wait for the letter to return (_They gather around her, laughing gently._) So we all know for sure.

(_For the fourth time this episode, Spines pantomimes shoving a finger down his throat—and for the third time, he starts trying to choke back a real heave._)

**Apple Bloom:** (_irritated_) Well, wallop my withers, Spike. (_crossing to him_) Isn't that just like a boy—can't handle the least bit of sentiment.

**Vincent: **Oi!

**Apple Bloom: **Oh… sorry, Vincent.

(_The fiery belch that finally surfaces has enough kick to throw him back o.s.; Apple Bloom ducks so fast that it shoots over her head, which hangs in midair._)

**Apple Bloom:** Whoa, Nelly! (_It solidifies into…_)

**Fictionary:** A letter from the Princess? (_Cut to Spines, who takes it; she continues o.s._) That was fast. (_He opens it._)

**Spines:** (_reading_) "My faithful student Fictionary: Those are fantastic ideas. I will go ahead and put them into use at once. You and Vincent are 2 very clever ponies."

**Fictionary:** Now we know for sure that we can all go!

(_Jubilation; Sweetie Belle hears Fictionary's growling gut and sheepish little laugh._)

**Sweetie Belle:** Allow us to treat you to dinner.

(_The ponies exit one by one, including Vincent, who is right beside Fictionary.)_

**Scootaloo:** (_from o.s._) What a great way to apologize! (_She leaves on the end of this._)

**Babs Seed:** And to celebrate! (_now outside_) Come on, everyone! The cupcakes are on me!

**Spines: **(Smiles) Wow! The Grand Galloping Gala! And I get to go too?

(_As Apple Bloom brings up the rear, Spines holds his ticket. Outside, he runs from the library laughing but stops short at the sight of Apple Bloom directing a knowing little smile his way. Despite all his protestations, he genuinely wants a piece of this action._)

**Spines:** Huh? (_walking slowly by_) I mean, gross! I have to go too?

(_After getting past and eyeing her nervously, he breaks into a laughing run and she trots after him, chuckling softly. Tilt up to frame Canterlot in the distant, starlit high altitudes, then fade to black._)


End file.
